LNR's Stockholders Approve Sale

    Business Editors/Real Estate Writers

    MIAMI BEACH, Fla.--(BUSINESS WIRE)--Jan. 31, 2005--LNR Property Corporation (NYSE:LNR) announced that LNR's stockholders have approved by a large margin the merger through which LNR will be acquired by a company controlled by Cerberus Capital Management L.P. and its real estate affiliate Blackacre Capital Management, LLC.
    At a stockholders' meeting held today, 102,528,834 votes were cast in favor of the merger and 1,589,340 votes were cast against it. This included 89,921,640 votes in favor of the merger cast by Stuart Miller, the Chairman of LNR's board, a trust of which he is a principal beneficiary and family partnerships.
    The transaction that was voted upon today is the subject of a previously announced Plan and Agreement of Merger dated August 29, 2004, among LNR, LNR Property Holdings Ltd. (then named Riley Property Holdings LLC) and a wholly owned subsidiary of LNR Property Holdings. LNR Property Holdings will be controlled by funds and accounts managed by Cerberus Capital Management and other investors selected by it.
    As a result of the merger approved today, each currently outstanding LNR share will become the right to receive $63.10 in cash and LNR will become an indirect wholly owned subsidiary of LNR Property Holdings. The transaction is expected to be completed on or shortly after February 1, 2005, assuming fulfillment of the remaining conditions to the merger. Materials with which LNR's shareholders will surrender their share certificates in order to receive the merger proceeds will be distributed after completion of the transaction.

--30--JAR/mi*

CONTACT: LNR Property Corporation, Miami Beach Shelly Rubin, 305-695-5440

KEYWORD: FLORIDA INDUSTRY KEYWORD: BUILDING/CONSTRUCTION REAL ESTATE MERGERS/ACQ SOURCE: LNR Property Corporation

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