CALGARY, ALBERTA, Feb 24, 2015 (Marketwired via COMTEX) —
Brookfield Residential Properties Inc. (the “Company” or
“Brookfield Residential”)
BRP, +0.04%
(BRP) is pleased to
announce that a second independent proxy advisory firm, Glass Lewis
Co., LLC (“Glass Lewis”), has recommended that shareholders vote FOR
the special resolution to approve the plan of arrangement (the “Plan
of Arrangement”) pursuant to which 1927726 Ontario Inc. (the
“Purchaser”), a wholly owned subsidiary of Brookfield Asset
Management Inc., will acquire all of the common shares of the Company
that are not already owned by Brookfield Asset Management and its
affiliates for consideration of US$24.25 per share.
Glass Lewis’ endorsement follows a report by another leading
independent proxy advisor, Institutional Shareholder Services Inc.
(“ISS”), that also recommends shareholders vote in favour of the Plan
of Arrangement. Brookfield Residential disclosed ISS’ recommendations
on February 17, 2015.
The board of directors of Brookfield Residential unanimously (with
Messrs. Alan Norris and Timothy Price abstaining) recommends that
shareholders vote FOR the Plan of Arrangement.
Your vote is important. Please submit your proxy before 10:00 a.m.
EST on March 6, 2015.
You may vote via the internet at www.proxyvote.com or following the
instructions provided on the form of proxy or voting instruction
form. If you have any questions or require assistance voting your
shares, please contact Laurel Hill Advisory Group by email at
assistance@laurelhill.com or by telephone at 1-877-452-7184
(1-416-304-0211 collect).
This press release is neither an offer to purchase nor a solicitation
of an offer to sell securities.
Brookfield Residential Properties Inc. is a leading North American
land developer and homebuilder with operations in eleven major
markets. We entitle and develop land to create master-planned
communities and build and sell lots to third-party builders, as well
as to our own homebuilding division. We also participate in selected,
strategic real estate opportunities, including infill projects,
mixed-use developments, infrastructure projects, and joint ventures.
Brookfield Residential is listed on the NYSE and TSX under the symbol
BRP.
Forward-looking statements: This press release may contain
forward-looking information or forward-looking statements
(collectively referred to as “forward-looking statements”), including
statements that use forward-looking terminology such as “may”,
“will”, “expect”, “anticipate”, “believe”, “continue”, “potential”,
or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking statements may include, without
limitation, statements regarding the completion of the proposed
transaction, the holding of the Meeting and other statements that are
not historical facts. While such forward-looking statements are
expressed by Brookfield Residential, as stated in this release, in
good faith and believed by Brookfield Residential to have a
reasonable basis, they are subject to important risks and
uncertainties including, without limitation, required Brookfield
Residential securityholder approval and necessary court approval, the
satisfaction or waiver of certain other conditions contemplated by
the arrangement agreement, dated December 23, 2014, between
Brookfield Residential, Brookfield Asset Management Inc. and 1927726
Ontario Inc., and changes in applicable laws or regulations, which
could cause actual results to differ materially from future results
expressed, projected or implied by the forward-looking statements. As
a result of these risks and uncertainties, the proposed transaction
could be modified, restructured or not be completed, and the results
or events predicted in these forward-looking statements may differ
materially from actual results or events. These forward-looking
statements are not guarantees of future performance, given that they
involve risks and uncertainties. Brookfield Residential is not
affirming or adopting any statements made by any other person in
respect of the proposed transaction and expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities law or to
comment on expectations of, or statements made by any other person in
respect of the proposed transaction. Investors should not assume that
any lack of update to a previously issued forward-looking statement
constitutes a reaffirmation of that statement. Reliance on
forward-looking statements is at investors’ own risk.
Contacts: Investors: Nicole French Investor Relations 1.403.231.8952 nicole.french@brookfieldrp.com www.brookfieldrp.com Laurel Hill Advisory Group: 1-877-452-7184 (1-416-304-0211 collect) assistance@laurelhill.com
SOURCE: Brookfield Residential Properties Inc.
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