Brookfield Recommends Shareholders Reject TRC Capital's "Mini-Tender" Offer
30 August 2013 - 6:00PM
Marketwired
Brookfield Asset Management Inc. ("Brookfield")
(TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) has been notified of an
unsolicited mini-tender offer made by TRC Capital Corporation ("TRC
Capital") to purchase up to 3,000,000 Brookfield Class A Limited
Voting Shares, or approximately 0.5 percent of Brookfield's
outstanding Class A shares, at a price of Cdn $34.50 per share.
Brookfield does not endorse this unsolicited mini-tender offer and
recommends that shareholders reject the offer and do not tender
their shares in response to the offer.
Shareholders are cautioned that the mini-tender offer has been
made at a price below market, representing a discount of 4.46% and
4.76% to the closing price of the Brookfield shares on the Toronto
Stock Exchange and the New York Stock Exchange, respectively, on
August 27, 2013, the day before the mini-tender offer was
commenced. In addition, the offer is highly conditional. TRC
Capital's offer states that it may terminate the offer if, among
other things, the market price of Brookfield's shares declines
since the close of business on August 27, 2013.
Brookfield is not associated with TRC Capital, the mini-tender
offer, or the mini-tender offer documentation. TRC Capital has made
similar unsolicited mini-tender offers for shares of other public
companies. Mini-tender offers are designed to seek less than five
percent of a company's outstanding shares, thereby avoiding many
disclosure and procedural requirements applicable to most bids
under Canadian and United States securities legislation.
The Canadian Securities Administrators ("CSA") have expressed
serious concerns about mini-tender offers such as the possibility
that investors might tender to a mini-tender offer based upon a
misunderstanding of the terms of the offer, including the per
securities price available under the offer relative to the market
price of such securities. Comments from the CSA on mini-tenders can
be found on the Ontario Securities Commission website at:
http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
The U.S. Securities and Exchange Commission has also published
investor tips regarding mini-tender offers on its website at:
http://www.sec.gov/investor/pubs/minitend.htm.
Brookfield urges investors to obtain current market quotations
for their shares, consult with their broker or financial advisor
and exercise caution with respect to TRC Capital's offer. According
to TRC Capital's offer documents, Brookfield shareholders who have
already tendered their shares may withdraw their shares at any time
before 12:01 am (Toronto time) on September 27, 2013 by following
the procedures described in the offer documents.
Brookfield requests that a copy of this press release be
included with all distributions of materials relating to TRC
Capital's mini-tender offer.
Brookfield Asset Management Inc. is a global alternative asset
manager with over $175 billion in assets under management. The
company has over a 100-year history of owning and operating assets
with a focus on property, renewable power, infrastructure and
private equity. It has a range of public and private investment
products and services, which leverage its expertise and experience
and provide Brookfield with a competitive advantage in the markets
where it operates. Brookfield is co-listed on the New York and
Toronto stock exchanges under the symbol BAM and BAM.A,
respectively, and on NYSE Euronext under the symbol BAMA. For more
information, please visit our website at www.brookfield.com.
For more information, please visit our web site at
www.brookfield.com.
Contacts: Brookfield Asset Management Inc. Andrew Willis
Communications and Media (416) 369-8236 (416) 363-2856
(FAX)andrew.willis@brookfield.com Brookfield Asset Management Inc.
Amar Dhotar Investor Relations (416) 359-8629 (416) 363-2856
(FAX)amar.dhotar@brookfield.com www.brookfield.com
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