MPG Office Trust, Inc. (NYSE: MPG) (“MPG” or the “Company”) announced today that it and other named defendants have entered into a memorandum of understanding (“MOU”) with plaintiffs’ counsel in connection with the previously consolidated putative common stockholder class action lawsuits filed in Maryland and California state court in connection with the proposed acquisition of MPG by Brookfield Office Properties Inc. (“BPO”).
Under the terms of the MOU, MPG will (i) provide additional disclosures in an amendment to its proxy statement (such amendment to be filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2013), (ii) amend the Agreement and Plan of Merger (as amended by that certain Waiver and First Amendment to Agreement and Plan of Merger, the “Merger Agreement”) between MPG and certain affiliates of BPO to permit the Company to release third parties currently subject to confidentiality agreements with the Company from any standstill restrictions contained in such agreements and (iii) file a Current Report on Form 8-K with respect to such additional disclosures, the MOU and the Merger Agreement amendment. The MOU reflects the parties’ agreement in principle to resolve the allegations by settling the common stockholder plaintiffs’ actions against MPG and other defendants in connection with the Merger Agreement and provides a release and settlement by the purported class of MPG’s common stockholders of all claims against MPG and other defendants and their affiliates and agents in connection with the Merger Agreement. On July 10, 2013, in connection with the MOU, MPG entered into an amendment to the Merger Agreement that amends the standstill provisions of the Merger Agreement to permit MPG to release third parties currently subject to confidentiality agreements with MPG from any standstill restrictions contained in such agreements. Accordingly, the Company has waived all standstill restrictions contained in those third party confidentiality agreements. The MOU and settlement are contingent upon, among other things, approval of the Superior Court of the State of California in Los Angeles County, further definitive documentation and consummation of the merger as set forth in the Merger Agreement. In the event that the MOU is not approved and such conditions are not satisfied, the Company will continue to vigorously defend these actions.