MPG Office Trust, Inc. (NYSE: MPG), a Southern California-focused real estate investment trust (the “Company”), announced that the nation’s leading independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”), Glass Lewis & Co. and Egan-Jones Proxy Services, have concluded that its proposed merger with Brookfield DTLA Holdings LLC and affiliates thereof (“Brookfield”) is in the best interest of MPG stockholders and recommended that MPG’s common stockholders vote for the transaction. The Special Meeting of Stockholders to vote on the merger is scheduled for Wednesday, July 17, 2013 at 8:00 A.M., local time, at the Omni Los Angeles Hotel, 251 South Olive Street, Los Angeles, California. Common stockholders of record as of the close of business on May 24, 2013 are entitled to vote at the Special Meeting.
In its report recommending the merger with Brookfield, ISS concluded, “A vote FOR the proposed transaction is warranted in light of the Company’s strategic rationale, limited capital-raising alternatives, extensive negotiation process – during which more than 90 potential bidders were contacted, as well as the certainty of value associated with the cash nature of the merger consideration. In addition, the merger consideration represents a one-day premium of 22% and a 2-month premium of approximately 67% over the Company’s unaffected share price on May 25, 2012 ($1.89 per share).”
Glass Lewis & Co. noted that, “We see that the proposed purchase price of $3.15 per MPG common share falls within or above each of the implied equity value reference ranges derived by the advisers. Thus, we believe that the proposed consideration is financially fair and reasonable to the Company’s shareholders.”
Egan-Jones concluded that “Based on our review of publicly available information on strategic, corporate governance and financial aspects of the proposed transaction, Egan-Jones views the proposed transaction to be a desirable approach in maximizing shareholder value and recommends that clients holding shares of MPG Office Trust, Inc. vote “FOR” this Proposal.”David Weinstein, President and CEO of MPG Office Trust, stated, “We are very pleased that all three leading independent proxy advisors endorse our proposed merger with Brookfield. Their united front confirms our conviction that the merger offers the best value to MPG Office Trust stockholders and that all stockholders should vote FOR the merger.”