Filed by Brookfield Asset Management Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: The Mills Corporation
Commission File No. 1-12994
Dated: January 17, 2007
On January 17, 2007, Brookfield Asset Management Inc. issued
the following press release:
FOR IMMEDIATE RELEASE
BROOKFIELD AND THE MILLS ANNOUNCE DEFINITIVE AGREEMENT
FOR THE MILLS TO BE ACQUIRED BY BROOKFIELD FOR $21 PER SHARE
CHEVY CHASE, MD (January 17, 2006) -- The Mills Corporation (NYSE:MLS) and
Brookfield Asset Management Inc. (NYSE and TSX:BAM) announced today that The
Mills has entered into a definitive agreement pursuant to which Brookfield
will acquire The Mills for cash at a price of US$21 per share, representing a
total transaction value of approximately US$1.35 billion for all of the
outstanding common stock of The Mills and common units of The Mills Limited
Partnership, and approximately US$7.5 billion including assumed debt and
preferred stock. Brookfield is a global asset manager focused on property and
other infrastructure assets with over US$50 billion of assets under
management.
Under the terms of the agreement, The Mills will merge into a newly formed
subsidiary of Brookfield, and The Mills common stockholders will receive US$21
in cash for each share of Mills common stock. Common stockholders will also
have the ability to elect instead to receive up to a maximum of 20% of the
outstanding shares of a continuing public company managed by Brookfield that
will hold the assets of The Mills. The stock alternative will be subject to
proration if holders of more than 20% of The Mills shares elect to receive
stock. If the holders of fewer than 10% of the shares elect this stock
rollover, all common shares of The Mills will be exchanged for cash in the
merger. in the merger, preferred stockholders of The Mills will receive
preferred stock with substantially the same terms.
Limited partners in The Mills Limited Partnership will be offered the same
consideration as common stockholders of The Mills, and will have the
opportunity to elect instead to roll over all or a portion of such units into
limited partnership interests, subject to the terms and conditions of the
merger agreement.
Brookfield has also agreed to provide The Mills with debt financing until the
completion of the merger by assuming The Mills' approximately US$1 billion
Senior Term Loan from Goldman Sachs Mortgage Company and subsequently revising
the terms of such loans and providing a
US$500 million revolving line of credit on terms to be contained in a restated
credit and guaranty agreement.
Mark Ordan, Chief Executive Officer and President of The Mills, said, "With
this transaction, we have completed our strategic alternatives process by
joining with a world class real estate owner and operator. After a very
competitive process, in which our Board considered numerous alternatives for
the Company, we believe we have achieved an outcome that is the best possible
result for all involved. We believe the transaction with Brookfield not only
provides certain value to The Mills' stockholders, but also affords them the
opportunity to participate in the upside potential created by this
transaction. This merger will provide the resources to upgrade our properties,
reinforce our organization and continue to attract premium tenants to The
Mills concept."
Bruce Flatt, Managing Partner and CEO of Brookfield, said, "We are pleased to
be able to work with The Mills Corporation to move beyond the recent issues it
has encountered. We look forward to working with management of The Mills in
getting back to business and focusing on service excellence to attract premium
tenants to this high quality retail portfolio."
The transaction was unanimously approved by The Mills Board of Directors, with
those directors affiliated with Kan Am abstaining. The transaction is subject
to approval by The Mills' stockholders at a special meeting of stockholders,
as well as other customary closing conditions. The Mills and Brookfield expect
to file a proxy statement/prospectus in connection with the special meeting of
stockholders following the filing of The Mills' Annual Report on Form 10-K for
the year ended December 31, 2006. The merger is expected to close in the
second half of 2007.
J.P. Morgan Securities Inc. and Goldman, Sachs & Co. served as financial
advisors and Wachtell, Lipton, Rosen & Katz and Hogan & Hartson LLP served as
legal advisors to The Mills. Credit Suisse and Brookfield Financial Real
Estate Group served as financial advisors and Sidley Austin LLP served as
legal advisor to Brookfield.
About The Mills Corporation
The Mills Corporation, based in Chevy Chase, MD, is a developer, owner and
manager of a diversified portfolio of retail destinations, including regional
shopping malls and market-dominant retail and entertainment centers. It
currently owns 38 properties in the United States totaling approximately 47
million square feet. The Mills is traded on the New York Stock Exchange under
the ticker: MLS. For more information, visit The Mills' website at
www.themills.com.
About Brookfield Asset Management
Brookfield Asset Management Inc. (NYSE/TSX:BAM), focused on property, power
and infrastructure assets, has over US$50 billion of assets under management
and is co-listed on the New York and Toronto Stock Exchanges under the symbol
BAM. For more information, please visit Brookfield's website at
www.brookfield.com.
2
Statements in this press release that are not historical - including, among
other things, as to the expected timing of the completion of the merger - may
be deemed forward-looking statements within the meaning of US federal
securities laws or forward-looking information within the meaning of Canadian
Provincial securities laws. Although The Mills and Brookfield believe the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, no assurance can be given that these expectations will
be attained or that the transaction will be completed and it is possible that
our actual circumstances and results may differ materially from those
indicated by these forward-looking statements due to a variety of risks and
uncertainties. The completion of and benefits from the transaction are subject
to certain risks and uncertainties, including required approvals of The Mills'
stockholders and regulatory agencies, the other conditions to the completion
of the merger, the possibility that the anticipated benefits of the merger
cannot be fully realized or may take longer to realize than expected, and
other risk factors relating to The Mills business and its industry as detailed
from time to time in The Mills' reports filed with the SEC. The Mills
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The reader is directed to The Mills' various filings with the SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and its annual
reports on Form 10 K, for a discussion of such risks and uncertainties.
Important Information
The Mills and Brookfield intend to file a proxy statement/prospectus with the
Securities and Exchange Commission in connection with the proposed merger.
Stockholders of The Mills are urged to read the proxy statement/prospectus
when it becomes available, because it will contain important information.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus as well as other filings containing information about The
Mills and the merger, when available, without charge, at the Securities and
Exchange Commission's Internet site (http://www.sec.gov). In addition, copies
of the proxy statement/prospectus and other filings containing information
about The Mills and the merger can be obtained, when available without charge,
by directing a request to The Mills Corporation, Attention: Investor
Relations, 5425 Wisconsin Avenue, Suite 500, Chevy Chase, Maryland 20815, by
phone at (301) 968-8367, or on The Mills' Internet site at
http://www.themills.com.
The Mills and its officers and directors may be deemed to be participants in
the solicitation of proxies from The Mills' stockholders in connection with
the merger. Additional information regarding the interests of potential
participants in the proxy solicitation will be included in the definitive
proxy statement/prospectus and other relevant documents that The Mills intends
to file with the Securities and Exchange Commission in connection with the
scheduled special meeting of its stockholders.
Investors should read the proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions.
3