Press Release June 05, 2006

Brookfield Properties and Blackstone to Acquire Trizec for $8.9 Billion

BOSTON, June 5, 2006 — Brookfield Properties has signed a definitive agreement to acquire all of the shares of Trizec Properties, Inc., a publicly-traded U.S. office REIT, and Trizec Canada Inc., a Canadian company that holds, among other assets, an approximate 38 percent stake in Trizec Properties. The deal is valued at $8.9 billion, doubling Brookfield's portfolio in the United States.

The Trizec portfolio consists of 61 high-quality office properties totaling 36 million square feet in nine U.S. markets including the gateway cities of New York City, Washington, D.C. and Los Angeles. Brookfield is joined in this acquisition by The Blackstone Group, forming a joint venture which will be financed with property and corporate debt, contributions of equity of $1.3 billion by Brookfield Properties and institutional partners selected by it and the balance of the equity by Blackstone.

Goodwin Procter partners Gil Menna, Samuel Richardson, and Robert Houser represented Brookfield Properties in this transaction.