Offered Consideration and Proration Factor
Under the Offer, each Shareholder may elect to receive for each BPO Common Share tendered by such Shareholder, one BPY Unit or $20.34 in cash, subject, in each case, to pro-ration as set out in Section 1 of the Offer, "The Offer". The total number of BPY Units that may be issued under the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction shall not exceed 186,230,125 and the total amount of cash available under the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction shall not exceed $1,865,692,297, which equates to approximately 67% and 33%, respectively, of the total number BPO Common Shares to be acquired under the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction. Shareholders who tender in the Offer but do not make an election between BPY Units and cash will be deemed to have elected to receive BPY Units.
Assuming that all Shareholders tendered all their BPO Common Shares for either all cash or all BPY Units, each Shareholder would be entitled to receive $6.71 in cash and 0.67 of a BPY Unit for each BPO Common Share tendered (based on 527,317,970 BPO Common Shares issued and outstanding on a fully-diluted basis), subject to adjustment for fractional shares, as described herein. In light of the total amount of cash available under the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction ($1,865,692,297) relative to the size of the Offer, it is likely that Shareholders who elect to receive a cash payment for their BPO Common Shares will receive less cash than elected due to pro-ration. Likewise, in light of the total amount of BPY Units available under the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction (186,230,125 BPY Units) relative to the size of the deal, it is likely that Shareholders who elect to receive BPY Units for their BPO Common Shares will receive some cash due to pro-ration.
For complete Information regarding the merger terms, conditions and withholding tax information, See Proxy Statement Dated: February 11, 2014. |