GPT RE Ltd. made an offer to acquire Commonwealth Property Office Fund (ASX:CPA) (‘CPA') from a group of shareholders for AUD 3 billion in cash and stock on November 19, 2013. The shareholders are Deutsche Bank, Private Banking and Investment Banking Investments, DEXUS Funds Management Limited, Dexus Property Group, Canada Pension Plan Investment Board, Commonwealth Managed Investments Limited, Mondrian Investment Partners Limited, GPT Management Holdings Limited, The Vanguard Group, Inc., National Australia Bank Limited and other shareholders. The consideration under the offer will be 0.141 securities of GPT Group, the parent of GPT RE, and AUD 0.75 in cash for every Commonwealth Property Office Fund unit. GPT has secured pre-bid agreements over units representing 6.5% of Commonwealth Property Office Fund. In the event that GPT acquires in excess of 90% of Commonwealth Property Office Fund units, it will be in a position to undertake compulsory acquisition in accordance with Australian takeovers regulations. In that event, GPT will proceed with the sale of a portfolio of five CPA assets to GPT Wholesale Office Fund for AUD 1.1 billion. The tender offer period is December 3, 2013 to January 24, 2014. GPT will fund AUD 250 million of the acquisition of CPA through the use of existing cash.

The transaction is subject to a 50.1% minimum acceptance, no internalization of CPA management and that a Scheme Implementation Agreement is not entered into with Dexus Funds, CPPIB or their associates, Foreign Investment Review Board approval for each of GPT RE and GPT Funds Management Ltd., and approval of the Independent Board Committee of Commonwealth Managed Investments Ltd. The offer is not subject to due diligence. The transaction is expected to be accretive to earnings, total returns, and distributions per security for the year ending December 31, 2014. As on December 18, 2013, the Supplementary Bidder's Statement has been approved by directors of GPT RE Limited unanimously. As on December 24, 2013, the Independent Directors of Commonwealth Managed Investments Limited unanimously recommended the shareholders not to accept the offer as the Dexus offer is superior to the offer. The offer period is from December 18, 2013 to January 24, 2013.

As on Janaury 13, 2014, GPT RE announced that it will not increase the consideration and offer remains open for acceptances until January 24, 2014 but will not be extended beyond that date. Commonwealth Managed Investments Limited satisfied the condition of exercising its option under the terms of the CPA convertible notes to pay an amount in Australian dollars equal to the relevant ‘Cash Settlement Amount' to satisfy in full its obligation to convert CPA Convertible Notes in respect of which a ‘Conversion Notice' has been duly lodged during the offer period. The offer period has ended on January 24, 2014.

Stuart McCulloch of Allens acted as the legal advisor, Link Market Services Ltd. acted as the registrar, KPMG Transaction Services (Australia) Pty Ltd. acted as the accountant and Fort Street Advisers Pty Limited and Merrill Lynch International (Australia) Ltd. acted as the financial advisors to GPT RE Ltd. UBS AG, Australia Branch acted as the financial advisor and Garry Besson, Kylie Lane, Michael Ryland, Anton Harris, Andrew Kim, Matthew Moses, Sofia Dubinsky, Vince Battaglia and Barbara Phair from Ashurst Australia acted as the legal advisors to the Independent Board Committee of Commonwealth Managed Investments Ltd. Greenwoods & Freehills Pty Limited acted as an accountant for Commonwealth Property Office Fund. Peter Brookes of Citadel acted as public relations advisor for Dexus. Nigel Kassulke of Cannings acted as public relations advisor for Canada Pension Plan Investment Board. Tony Damian of Herbert Smith Freehills acted as legal advisor to Commonwealth Property Office Fund. KPMG Transaction Services (Australia) Pty Limited will receive an advisory fee of AUD 0.25 million.

GPT RE Ltd. cancelled the acquisition of Commonwealth Property Office Fund (ASX:CPA) (‘CPA') from a group of shareholders on January 24, 2014.