Brookfield, an owner of some 46 million sf, says its bidding consortium, which includes the Canada Pension Plan Investment Board ("CPP Investment Board") and Arca Investments Inc., has revised its agreement to acquire the shares of O&Y Properties and entered into a new agreement to acquire the limited voting units of O&Y REIT for a combined total of $1.67 billion (C$2 billion). According to the agreement, the consortium will acquire for cash the outstanding common shares of O&Y Properties at $10.65 (C$12.72) per share and the outstanding units of O&Y REIT for $13.59 (C$16.25) per unit.

The change from the original agreement is that the transaction relating to O&Y REIT will now proceed by way of a take-over bid rather than an acquisition of assets and a redemption of units. The acquisition of O&Y Properties, largely unchanged from the original deal, is conditional on approval of the transaction by 66 2/3% of O&Y Properties' shareholders voting at a special meeting of shareholders to be held in October 2005.

The offer for O&Y REIT units will be conditional on the acceptance by unitholders that hold at least 50% of the outstanding units of O&Y REIT, excluding the units held by O&Y Properties. Institutional unitholders holding 12.6 million units of O&Y REIT--36.4% of the outstanding units of the REIT (exclusive of units held by O&Y Properties)--have entered into lock-up agreements in support of the transaction, and senior management of O&Y Properties has committed to vote their 8.5% of outstanding units in favor as well.