MPG Office Trust Inc.
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MPG Office Trust Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in this lawsuit: ‘On April 25, 2013, MPG, a Maryland Corporation with its principal place of business in Los Angeles, California, entered into an Agreement and Plan of Merger (the Merger Agreement) with Brookfield Office Properties Inc. (Brookfield) through its affiliates Brookfield DTLA Holdings L.P., Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties LLC and Brookfield DTLA Inc. (collectively with Brookfield, Brookfield Defendants), pursuant to which, among other things, Brookfield would acquire all of the outstanding shares of MPG for $3.15 per share in cash (the Merger). The Merger Agreement also provided that Brookfield would commence a tender offer to purchase all of the Company preferred shares for $25.00 per share in cash, without interest. On or about April 29, 2013, stockholder Hilary Coyne filed a putative class action lawsuit in the Court, entitled Coyne v. MPG Office Trust, Inc., et al., Case No. BC507342 (the Coyne Action), on behalf of the public stockholders of MPG against MPG, its Board of Directors (the Board or the Individual Defendants), the Partnership, and Brookfield Defendants (collectively Defendants). On May 3, 2013, stockholder Rusk Masih also filed an action in the Court, entitled Masih v. MPG Office Trust, Inc., et al., Case No. BC507962 (the Masih Action, together with the Coyne Action, the Consolidated Action), alleging substantially the same facts and causes of action against substantially the same Defendants. These putative class actions generally alleged causes of action for breach of fiduciary duty and aiding and abetting against the Defendants challenging the Merger. Between April 25, 2013 and May 20, 2013, three putative stockholder class actions were also filed in the Circuit Court for Baltimore City, Maryland (the Maryland Actions) alleging the same or substantially similar allegations as the Coyne Action. The Maryland Actions are captioned as follows: Kim v. MPG Office Trust, Inc. et al., No. 24-C-13-002600 (the Kim Action), Perkins v. MPG Office Trust, Inc. et al., No. 24-C-13-002778 (the Perkins Action), and Dell Osso v. MPG Office Trust, Inc. et al., No. 24-C-13-003283 (the Dell Osso Action) (collectively, with the Consolidated Action, the Actions). In each of these lawsuits, the plaintiffs alleged, among other things, that MPG directors breached their fiduciary duties in connection with the proposed Merger by failing to maximize the value of MPG and ignoring or failing to protect against conflicts of interest, and that the relevant Brookfield Defendants aided and abetted those breaches of fiduciary duty. On May 20, 2013, MPG filed the Proxy Statement on Schedule 14A (Proxy) with the United States Securities and Exchange Commission (SEC), which recommended that MPG stockholders vote in favor of the proposed Merger. On June 5, 2013, Plaintiff Masih filed an Amended Class Action Complaint challenging the Merger and alleging that the disclosures made to stockholders in the Proxy in connection with the Merger are materially incomplete or misleading. On June 12, 2013, the plaintiffs in the Masih and Coyne Actions and the plaintiffs in the Maryland Actions (collectively, the Plaintiffs) agreed to jointly prosecute the Masih and Coyne Actions in this Court. Thereafter, on June 14, 2013, the parties entered into a stipulation to consolidate the California actions, expedite proceedings and discovery, and set a preliminary injunction hearing date and briefing schedule, which the Court entered on or about June 26, 2013. Pursuant to a stipulated protective order, commencing on June 17, 2013, Defendants produced certain core documents, including: (i) minutes of the MPG Board; (ii) presentations to the MPG Board by the Company financial advisor; and (iii) confidentiality agreements with prospective bidders. On June 25-26, 2013, Plaintiffs took the depositions of MPG Board member Joseph Sullivan and David Schinasi of Wells Fargo Securities, LLC (Wells Fargo), one of MPG financial advisors. On June 28, 2013, Plaintiffs filed their Memorandum of Points and Authorities in Support of Plaintiffs Motion for Preliminary Injunction. On July 3, 2013, Defendants filed their Memorandum of Points and Authorities in Opposition to Plaintiffs Motion for Preliminary Injunction. Counsel for the Plaintiffs in the Actions (Plaintiffs Counsel) and counsel for Defendants in the Actions engaged in extensive arm-length negotiations concerning Plaintiffs claims and the possible settlement of the Actions. The Parties completed negotiations over the consideration for a potential settlement and, on July 5, 2013, executed a Memorandum of Understanding (MOU) containing the terms for the Parties agreement in principle to resolve the Actions. On or about November 21, 2013, the Parties executed and submitted to the Court the Stipulation and Agreement of Compromise and Settlement (the Stipulation), which resulted in the Court entering an Order Granting Preliminary Approval of the Class Action Settlement in the Actions on February 28, 2014.’