RADNOR, Pa. and BOCA RATON, Fla., July
11, 2013 /PRNewswire/ -- A preferred shareholder of MPG
Office Trust, Inc. (NYSE: MPG-PA) has filed a class action lawsuit
challenging the proposed merger between MPG Office Trust and
affiliates of Brookfield Office Properties Inc. (NYSE: BPO)
and the open tender offer by Brookfield for the preferred
shares.
The Circuit Court of Baltimore City,
Maryland has scheduled a hearing for July 24, 2013 on the preferred shareholder's
request for an injunction preventing the closing of the tender
offer and the merger. MPG and Brookfield have agreed not to
close either until the court has ruled on the shareholder's
injunction request.
On April 25, 2013, MPG and
Brookfield announced their planned merger and their agreement that
Brookfield would make a tender offer for all of MPG's outstanding
preferred stock. MPG has not paid any dividends to its
preferred shareholders since 2008 and, under the contract governing
the preferred stock, the preferred shareholders are owed more than
$9.00 per share in accrued and unpaid
dividends. Brookfield's tender offer, however, offers the
preferred shareholders nothing for their accrued and unpaid
dividends. For those preferred shareholders who do not
participate in the tender offer, their preferred stock will be
canceled and converted into new preferred stock of a
Brookfield-controlled entity, and Brookfield will decide whether,
if at all, to pay any of the accrued and unpaid dividends to the
non-tendering preferred shareholders. The tender offer was
scheduled to close on July 17, 2013,
and MPG's common shareholders are voting on the merger on that day
as well.
In the class action lawsuit, preferred shareholders allege that
the tender offer and merger, as structured, both violate the terms
of the contract governing the preferred stock, because the contract
had promised preferred shareholders that their shares would never
be "converted" without their consent. The plaintiff also
alleges that the tender offer is wrongfully coercive and unlawful,
because preferred shareholders are forced to choose between
tendering their shares and foregoing $9.00 in dividends owed to them, or converting
their shares into Brookfield shares. The plaintiff seeks to
represent all of the preferred shareholders affected by the tender
offer and the merger, and seeks an injunction preventing the
closing of both transactions until they are restructured so as to
comply with the preferred stock contract. On July 9, 2013, the Circuit Court for Baltimore City, Maryland (Judge Michel Pierson) scheduled a preliminary
injunction hearing for July 24, 2013,
on the condition that the closing of the tender offer and merger be
held open pending his decision.
Plaintiffs are represented by Lee
Rudy and Michael Wagner of
Kessler Topaz Meltzer & Check and Joe
White and Jonathan Stein of
Saxena White. MPG's preferred
shareholders are urged not to tender their shares to Brookfield
while the injunction proceedings move forward in the Maryland court. Preferred shareholders
seeking more information concerning this lawsuit are urged to
contact attorneys for plaintiff below.
Kessler Topaz Meltzer & Check, LLP
280 King of Prussia Road
Radnor, PA 19087
Darren Check, Esq.
dcheck@ktmc.com
Michael Wagner, Esq.
mwagner@ktmc.com
610-667-7706
SOURCE Kessler Topaz Meltzer & Check, LLP