Market Overview

GGP Stockholders Approve Proposed Acquisition of GGP by Brookfield Property Partners


GGP Inc. (NYSE:GGP) ("GGP") today announced that its common
stockholders approved the proposed acquisition of GGP by Brookfield
Property Partners L.P. (NASDAQ:BPY, TSX: BPY.UN)) ("BPY") pursuant to
the Merger Agreement (as defined below) at a special meeting of GGP
stockholders held today. All the other proposals voted upon at the
meeting and identified in GGP's definitive proxy statement, filed
June 27, 2018, were also approved.

GGP's stockholder approval was a condition to the closing of the
transactions contemplated by the Merger Agreement, including the payment
of the previously announced special dividend to certain common
stockholders of GGP. Detailed information about the election process in
respect of such dividend, including the deadline for making elections,
will be included in a separate press release that GGP and BPY expect to
issue shortly, and will also be included in the election forms which
will be mailed to holders of GGP common stock who are entitled to
receive such dividend.

The completion of the transactions contemplated by the Merger Agreement
remains subject to certain other customary closing conditions. GGP and
BPY expect that the transactions contemplated by the Merger Agreement
will be completed by the end of August of this year.

GGP will report financial and operational results for the second quarter
2018 before the market opens on Tuesday, July 31, 2018. The earnings
release and supplemental financial package will be available on the
Investors section of GGP's website at

GGP has elected not to hold a conference call to discuss its financial
and operational results given the announced transaction with BPY.

About Brookfield Property Partners L.P.

Brookfield Property Partners is one of the world's largest commercial
real estate companies, with approximately $69 billion in total assets.
We are leading owners, operators and investors in commercial real
estate, with a diversified portfolio of premier office and retail
assets, as well as interests in multifamily, triple net lease,
industrial, hospitality, self-storage, student housing and manufactured
housing assets. Brookfield Property Partners is listed on the NASDAQ and
Toronto stock exchanges. Further information is available at

Brookfield Property Partners is the flagship listed real estate company
of Brookfield Asset Management, a leading global alternative asset
manager with over $285 billion in assets under management.

About GGP Inc.

GGP Inc. is an S&P 500 company focused exclusively on owning, managing,
leasing and redeveloping high-quality retail properties throughout the
United States. GGP is headquartered in Chicago, Illinois, and publicly
traded on the NYSE under the symbol GGP.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction
contemplated by the Agreement and Plan of Merger, dated as of
March 26, 2018 and as amended on June 25, 2018, among BPY, Goldfinch
Merger Sub Corp. and GGP (as may be further amended or otherwise
modified from time to time in accordance with its terms, the "Merger
"). This communication may be deemed to be solicitation
material in respect of the proposed transaction involving BPY and GGP.
In connection with the proposed transaction, BPY filed with the SEC a
registration statement on Form F-4 (File No.: 333-224594) that includes
a prospectus of BPY (the "BPY prospectus"),
and GGP filed with the SEC a registration statement on Form S-4 (File
No.: 333-224593) that includes a proxy statement/prospectus of GGP (the "GGP
proxy statement/prospectus
"). The parties also filed a Rule 13E-3
transaction statement on Schedule 13E-3. The registration statements
filed by BPY and GGP were declared effective by the SEC on June 26, 2018
and GGP has mailed the GGP proxy statement/prospectus in definitive form
to its stockholders of record as of the close of business on
June 22, 2018. Each of BPY and GGP may also file other documents with
the SEC regarding the proposed transaction. This communication is not a
substitute for the BPY prospectus, the GGP proxy statement/prospectus,
the registration statements or any other document which BPY or GGP may
obtain free copies of the above-referenced and other documents filed
with the SEC by BPY and GGP, when available, through the SEC's website
In addition, investors may obtain free copies of the above-referenced
and other documents filed with the SEC by BPY, when available, by
contacting BPY Investor Relations at
or +1 (855) 212-8243 or at BPY's website at,
and may obtain free copies of the above-referenced and other documents
filed with the SEC by GGP, when available, by contacting GGP Investor
Relations at (312) 960-5000 or at GGP's website at


This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements

This communication contains "forward-looking information" within the
meaning of Canadian provincial securities laws and applicable
regulations and "forward-looking statements" within the meaning of "safe
harbor" provisions of applicable U.S. securities laws, including the
United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements that are predictive in
nature or depend upon or refer to future events or conditions, include
statements regarding the expected timing, completion and effects of the
proposed transaction, our operations, business, financial condition,
expected financial results, performance, prospects, opportunities,
priorities, targets, goals, ongoing objectives, strategies and outlook,
as well as the outlook for North American and international economies
for the current fiscal year and subsequent periods, and include words
such as "expects," "anticipates," "plans," "believes," "estimates,"
"seeks," "intends," "targets," "projects," "forecasts," "likely," or
negative versions thereof and other similar expressions, or future or
conditional verbs such as "may," "will," "should," "would" and "could."

Although we believe that our anticipated future results, performance or
achievements expressed or implied by the forward-looking statements and
information are based upon reasonable assumptions and expectations, the
reader should not place undue reliance on forward-looking statements and
information because they involve known and unknown risks, uncertainties
and other factors, many of which are beyond our control, which may cause
our actual results, performance or achievements to differ materially
from anticipated future results, performance or achievement expressed or
implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those
contemplated or implied by forward-looking statements include, but are
not limited to: the occurrence of any event, change or other
circumstance that could affect the proposed transaction on the
anticipated terms and timing, including the risk that the proposed
transaction may not be consummated; risks related to BPY's ability to
integrate GGP's business into its own and the ability of the combined
company to attain expected benefits therefrom; risks incidental to the
ownership and operation of real estate properties including local real
estate conditions; the impact or unanticipated impact of general
economic, political and market factors in the countries in which we do
business; the ability to enter into new leases or renew leases on
favorable terms; business competition; dependence on tenants' financial
condition; the use of debt to finance our business; the behavior of
financial markets, including fluctuations in interest and foreign
exchange rates; uncertainties of real estate development or
redevelopment; global equity and capital markets and the availability of
equity and debt financing and refinancing within these markets; risks
relating to our insurance coverage; the possible impact of international
conflicts and other developments including terrorist acts; potential
environmental liabilities; changes in tax laws and other tax related
risks; dependence on management personnel; illiquidity of investments;
the ability to complete and effectively integrate other acquisitions
into existing operations and the ability to attain expected benefits
therefrom; operational and reputational risks; catastrophic events, such
as earthquakes and hurricanes; and other risks and factors detailed from
time to time in our documents filed with the securities regulators in
Canada and the United States.

We caution that the foregoing list of important factors that may affect
future results is not exhaustive. When relying on our forward-looking
statements or information, investors and others should carefully
consider the foregoing factors and other uncertainties and potential
events. Except as required by law, we undertake no obligation to
publicly update or revise any forward-looking statements or information,
whether written or oral, that may be as a result of new information,
future events or otherwise.

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