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Brookfield Consortium acquires O&Y Properties and O&Y REIT for US$2.1 billion

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O&Y Properties

On October 21, 2005, a consortium led by Brookfield Properties Corp. (Brookfield) and consisting of Brookfield's Canadian-based subsidiary, BPO Properties Ltd. (BPO Properties) together with CPP Investment Board and Arca Investments Inc. (the Brookfield Consortium) completed a combined acquisition, valued at over $2.1 billion, of O&Y Properties Corp. (O&Y Properties) and O&Y Real Estate Investment Trust (O&Y REIT). Completion of the acquisition brought to a close the largest real estate auction in Canadian history. The acquisition was effected by way of concurrent and cross-conditional transactions pursuant to which the Brookfield Consortium: (i) acquired all of the outstanding common shares of O&Y Properties (Common Shares) by way of a court approved plan of arrangement and (ii) acquired 86.6 per cent of the outstanding limited voting units of O&Y REIT (Units), not including those already owned by O&Y Properties, by way of a takeover bid. On November 29, 2005, the Brookfield Consortium announced that it had completed the acquisition of the remaining outstanding units pursuant to a second-step transaction approved at a special meeting of unitholders of O&Y REIT held on November 28, 2005. A legal team led by Catherine Barbaro, corporate secretary and general counsel, and Elliott Feintuch, assistant general counsel, represented O&Y Properties and O&Y REIT. Fasken Martineau acted as external counsel to O&Y Properties with a team led by Jonathan Levin and including Bruce Blain, Aaron Atkinson and Daniel Batista (securities), Douglas New and Aaron Stefan (competition), Kenneth Morlock (commercial), Samuel Rickett (litigation), Alan Schwartz and Mitchell Thaw (tax) and Stephen Risk, Richard Clare, Belinda James and Lise Rochette (real estate).



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