Brookfield Properties Completes Takeover of O&Y REIT and O&Y Properties Corporation

The Brookfield Consortium, consisting of Brookfield Properties, CPP Investment Board, and Arca Investments Inc., has completed the takeover of O&Y REIT and O&Y Properties Corporation following the satisfaction of all conditions related to the offer. The offer, which expired on October 17, 2005, saw 86.6% of outstanding limited voting units of O&Y REIT tendered, with shareholders of O&Y Properties voting 99.9% in favor of the arrangement. The takeover marks a significant expansion of Brookfield Properties' portfolio, adding over 6.7 million square feet of office space across Canada.

Key Takeaways:

• The Brookfield Consortium's offer to acquire O&Y REIT was successful, with 86.6% of outstanding limited voting units tendered.
• The takeover is part of a larger acquisition transaction, with Brookfield Properties planning to carry out a subsequent acquisition of O&Y REIT before the end of December.
• Brookfield Properties Corporation owns, develops, and manages premier North American office properties, including the World Financial Center in New York City and BCE Place in Toronto.
• O&Y REIT has a national portfolio of 23 high-quality Class A and Class B multi-tenant and government office buildings across Canada, totaling 6.7 million square feet.
• O&Y Properties Corporation owns a portfolio of 24 multi-tenant and government office properties totaling approximately 9.3 million square feet in six Canadian markets.
• The takeover reflects Brookfield Properties' strategic expansion into the Canadian office market.

Statistics:

• 30,327,053 limited voting units were validly deposited under the offer, representing 86.6% of outstanding limited voting units other than those owned by O&Y Properties.
• Shareholders of O&Y Properties voted 99.9% in favor of the arrangement.
• The Brookfield portfolio comprises 46 commercial properties and development sites totaling 46 million square feet.
• Brookfield Properties' common shares trade on the New York and Toronto Stock Exchanges under the symbol BPO.
• BPO Properties Ltd.'s current property portfolio is comprised of interests in 17 commercial properties and development sites totaling 14 million square feet.

Sources:

• "Brookfield Properties Corporation" press release, October 17, 2005.
• "TORONTO, ONTARIO, Oct 17, 2005 (CCNMatthews via COMTEX)".
• "SOURCE: Brookfield Properties Corporation" - (C) 2005 CCNMatthews. All rights reserved.