Brookfield Announces Offers For Its Public Subsidiaries - Carma And Gentra Move Continues Focussed Office Consolidation Strategy.Business Editors TORONTO--(BUSINESS WIRE)--July 24, 2000 Brookfield Properties Brookfield Properties Corporation TSX: BPO NYSE: BPO is a Toronto-based North American commercial real estate company. Brookfield Asset Management owns 50% of its outstanding common shares. Corporation (NYSE NYSE See: New York Stock Exchange :BPO BPO Business Process Outsourcing BPO Benevolent & Protective Order (of Elks of the USA) BPO Benzoyl Peroxide BPO Business Process Optimization BPO Broker Price Opinions BPO Buffalo Philharmonic Orchestra )(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :BPO.)) today announced separate proposals to acquire all of the shares of Carma Corporation and Gentra Inc. not currently owned by Brookfield. Both transactions are subject to regulatory and other necessary approvals. Brookfield's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Bruce Flatt commented that, "these transactions will lead to further synergies in our operations as we continue to focus our strategy on our premier office property business across North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. ". In order to provide flexibility for shareholders of Carma and Gentra, Brookfield will structure the offers to permit shareholders of Carma and Gentra to receive cash or common shares of Brookfield. Shareholders of Carma and Gentra that wish to continue to participate in the real estate sector will be able to do so through a company with a large market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. and who operates in high growth markets across North America. Shareholders who elect to exchange their shares for shares of Brookfield will also benefit from a semi-annual dividend, and from the increased liquidity in Brookfield shares, which are listed on both the New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and Toronto stock exchanges Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. . Carma Corporation Offer Brookfield currently holds 84% of the Class A Common Shares of Carma Corporation, which conducts Brookfield's master-planned community operations in Calgary, Edmonton and Denver. Carma currently has a public float of approximately 7.0 million shares. Brookfield intends to make an offer to acquire all of the common shares of Carma not presently held by Brookfield. Under the terms of the offer, shareholders of Carma will be offered either Cdn $5.75 in cash or one Brookfield share for each 3.75 Carma shares. This represents a 17% premium over the closing price of Carma's common shares on The Toronto Stock Exchange at the close of business on July 21, 2000. - Shareholders of Gentra may elect to receive more in cash or shares than provided by the offer. However the maximum aggregate cash consideration payable by Brookfield under the offer will be Cdn$65 million and the maximum aggregate number of shares issued by Brookfield will be 6.2 million shares. - The offer will be subject to customary conditions, including regulatory approval. With 7.0 million shares of Carma currently held by the public, a conversion to cash by 100% of the minority shareholders represents a total payment by Brookfield of Cdn$40 million in cash. If all shareholders choose to elect the share option, Brookfield will issue 1.86 million Brookfield shares. Gentra Inc. Offer Brookfield currently holds 59% of the equity shares of Gentra Inc., which conducts property operations in Canada and manages Brookfield's Canadian office properties, including BCE BCE abbr. 1. Bachelor of Chemical Engineering 2. Bachelor of Civil Engineering BCE Abbreviation for before the Common Era. Place in Toronto. Gentra currently has a public float of approximately 12.4 million shares. Brookfield intends to make an offer to acquire all of the common shares of Gentra not presently held by Brookfield. Under the terms of the offer, shareholders of Gentra will be offered Cdn$5.25 per share in cash and one-half of a Brookfield common share in exchange for each common share of Gentra Inc. This represents an 11% premium over the closing price of Gentra's common shares on The Toronto Stock Exchange at the close of business on July 21, 2000. - Shareholders of Gentra may elect to receive more in cash or shares than provided by the offer. However the maximum aggregate cash consideration payable by Brookfield under the offer will be Cdn$65 million and the maximum aggregate number of shares issued by Brookfield will be 6.2 million shares. - The offer will be subject to customary conditions, including regulatory approval. - It is anticipated that Gentra will form a special committee of its board of directors to consider the proposed transaction. A circular containing information concerning the offer is expected to be mailed to shareholders within 30 days. Subsequent to the offer Brookfield intends to maintain Gentra as a separate legal entity and financing affiliate of Brookfield. Gentra will continue to have publicly traded preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. outstanding and may have publicly traded common shares outstanding. Brookfield Properties Corporation, with over US $8 billion in assets, owns and manages a portfolio of premier North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. office properties, operates real estate service businesses and develops master planned communities Noun 1. planned community - a residential district that is planned for a certain class of residents residential area, residential district, community - a district where people live; occupied primarily by private residences . The Brookfield portfolio includes 50 commercial properties totaling 37 million square feet, including landmark properties such as The World Financial Center in New York and BCE Place in Toronto. Brookfield is inter-listed on the New York and Toronto Stock Exchanges under the symbol BPO. For more information, visit the Brookfield Properties website at www.brookfieldproperties.com. Supplemental Information Number of Brookfield shares outstanding - July 24, 2000 - Basic - 151,511,134 - Fully diluted - 159,922,584 Number of Gentra shares outstanding - July 24, 2000 - Basic - 29,315,513 - Fully diluted - 30,723,426 Number of Carma shares outstanding - July 24, 2000 - Basic - 42,944,277 - Fully diluted - 43,320,277 |
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