MP Western Properties Inc.

May 12, 2011 19:30 ET

MP Western Properties Announces Proposed Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2011) - MP Western Properties Inc. (TSX VENTURE:MPW.H) ("MPW"), a Vancouver-based real estate company, is pleased to announce that MPW and Madison Pacific Properties Inc. ("Madison") have agreed that MPW will propose an arrangement (the "Arrangement") among MPW, MPW's shareholders and Madison.

Under the Arrangement, Madison will acquire all of the shares of MPW not currently owned by Madison in exchange for a cash payment of $0.06 per share.

The transaction will provide a liquidity transaction for MPW shareholders, particularly to holders of MPW's Class A non-voting shares which are not currently listed on any exchange.

The completion of the Arrangement is subject to the satisfaction of a number of conditions including approval of the Arrangement by the shareholders of MPW, the Supreme Court of British Columbia and other regulatory approvals. The Arrangement requires the approval by at least 66 2/3% of the votes cast by holders of MPW's Class A non-voting shares and Class B voting common shares each voting separately as a class. Pursuant to the requirements of Multilateral Instrument 61-101, the Arrangement must also be approved by the holders of MPW's Class B voting common shares other than Madison. MPW shareholder approval will be sought at the annual and special meeting currently scheduled for June 29, 2011.

The Arrangement is expected to close on or about July 7, 2011.

Forward-Looking Statements

Certain statements in this press release may not be historical and may constitute forward-looking statements reflecting financial performance. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including the risk that there is no assurance that the transactions contemplated by the Arrangement will be completed as proposed or at all. Forward-looking statements are based on management's estimates, beliefs and opinions on the date the statements are made. Except as required by law, MPW assumes no obligation to update forward-looking statements if circumstances should change. Additional information on these and other potential factors that could affect MPW's financial results are detailed in documents filed from time to time with the applicable Canadian securities regulatory authorities. Investors are cautioned that, except as disclosed in the management information circular to be prepared and sent to MPW shareholders in connection with the Arrangement, any information regarding the Arrangement may not be accurate or complete and should not be relied on.

Neither NEX nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • MP Western Properties Inc.
    Mr. Alan Firth
    (604) 732-6540

    MP Western Properties Inc.
    Mr. Bill Ramsey
    Chief Financial Officer
    (604) 732-6540
    (604) 732-6550 (FAX)