Brookfield today announced that following close of markets on June
26, 2023, Brookfield Reinsurance (NYSE, TSX: BNRE) delivered a
letter to the board of directors of American Equity Investment Life
Holding Company (NYSE: AEL) (“AEL”) setting forth a proposal to
acquire all of the outstanding shares of common stock of AEL not
already owned by Brookfield Reinsurance for aggregate consideration
of $55.00 per AEL share.
As consideration for each AEL share,
shareholders will receive $38.85 in cash and a number
of Brookfield Asset Management Ltd. (NYSE, TSX: BAM) (“BAM”)
class A limited voting shares (“BAM Shares”) having a value equal
to $16.15 based on the unaffected 90-day VWAP as of June 23, 2023,
resulting in total consideration of $55.00 per AEL share, subject
to adjustment in certain circumstances as set forth in the
proposal, a copy of which is attached hereto.
Brookfield Reinsurance intends to acquire from
Brookfield Corporation (NYSE, TSX: BN) shares of Brookfield Asset
Management Ltd. (“BAM”) required to satisfy the non-cash
consideration offered to AEL shareholders. Subject to this
occurring, BAM’s public float will increase by approximately 10%,
which is strategically important as BAM continues to broaden its
shareholder base. Brookfield Corporation’s interest in Brookfield
Asset Management will decrease from 75% to approximately 73%.
Accordingly there will be no net new issuance of shares of BAM1, BN
or BNRE and no dilution to BAM, BN or BNRE shareholders as a
result of this transaction.
Brookfield Reinsurance will have the option to
pay cash for the share portion of the transaction if the shares of
BAM are trading below where they are trading at the current time
such that the aggregate consideration per AEL share would be less
than $54.00 per share. In this circumstance, Brookfield Reinsurance
may elect, in its sole discretion, to pay the non-cash
consideration in cash instead of utilizing BAM shares in the
transaction.
The proposal represents a premium of 35% to the
closing price as of June 23, 2023, the last trading day prior to
delivery of the letter, and a 42% premium to the 90-day volume
weighted average price (“VWAP”) as of the same date, in each case,
for the AEL common shares.
Consistent with the AEL 2.0 strategy, Brookfield
Reinsurance will continue to focus on meeting the needs of AEL
policyholders and clients while delivering high quality customer
service. Brookfield Reinsurance intends to continue AEL’s focus on
alternative asset strategies and expects BAM will manage a
significant portion of AEL’s assets. As a result, AEL will gain
access to BAM’s leading direct origination platforms and asset
management capabilities while maintaining its current high-quality
bias and investment grade focus.
Brookfield Reinsurance will increase its assets
under management to approximately $100 billion upon closing of the
transaction, and BAM will increase its overall AUM to approximately
$900 billion through its asset management, wealth and insurance
subsidiaries.
The proposal set forth in the letter is a
non-binding expression of interest only. There is no guarantee that
an agreement will be reached among the parties or on what
terms.
About Brookfield
Reinsurance
Brookfield Reinsurance Ltd. (NYSE, TSX:
BNRE) operates a leading capital solutions business providing
insurance and reinsurance services to individuals and institutions.
Through its operating subsidiaries, Brookfield Reinsurance offers a
broad range of insurance products and services, including life
insurance and annuities, and personal and commercial property and
casualty insurance. Each class A exchangeable limited voting share
of Brookfield Reinsurance is exchangeable on a one-for-one basis
with a class A limited voting share of Brookfield Corporation
(NYSE, TSX: BN).
For more information, please visit our website
at http://bnre.brookfield.com or contact:
Communications &
Media: |
|
Investor
Relations: |
Kerrie McHugh Hayes |
|
Rachel Powell |
Tel: (212) 618-3469 |
|
Tel: (416) 956-5141 |
Email:
kerrie.mchugh@brookfield.com |
|
Email:
rachel.powell@brookfield.com |
|
|
|
About Brookfield Asset
Management
Brookfield Asset Management Ltd. (NYSE,
TSX: BAM) is a leading global alternative asset manager with
over $825 billion of assets under management across
renewable, infrastructure, real estate, private equity, credit and
other. We invest client capital for the long-term with a focus on
real assets and essential service businesses that form the backbone
of the global economy. We offer a range of alternative investment
products to investors around the world — including public and
private pension plans, endowments and foundations, sovereign wealth
funds, financial institutions, insurance companies and private
wealth investors. We draw on Brookfield’s heritage as an owner and
operator to invest for value and generate strong returns for its
clients, across economic cycles.
For more information, please visit our website
at https://bam.brookfield.com or contact:
Communications &
Media: |
|
Investor
Relations: |
Kerrie McHugh Hayes |
|
Jason Fooks |
Tel: (212) 618-3469 |
|
Tel: (212) 417-2442 |
Email: kerrie.mchugh@brookfield.com |
|
Email: jason.fooks@brookfield.com |
|
|
|
About Brookfield
Corporation
Brookfield Corporation (NYSE, TSX: BN) is
focused on compounding capital over the long term to earn an
annualized return of 15%+ for our shareholders.
Today, our capital is deployed across three
businesses – Asset Management, Insurance Solutions and our
Operating Businesses, generating substantial and growing free cash
flows, all of which is underpinned by a conservatively capitalized
balance sheet.
We employ a disciplined investment approach,
leveraging our global reach and the scale and flexibility of our
capital, to identify proprietary opportunities to invest on a value
basis. We then utilize our deep operating expertise, based on our
100+ year history as an owner and operator of real assets, to grow
cash flows and create value in each of our businesses to generate
strong risk-adjusted returns across market cycles.
For more information, please contact:
Communications &
Media |
Investor
Relations |
Kerrie McHugh Hayes
|
Linda Northwood |
Tel: (212) 618-3469
|
Tel: (416) 359-8647 |
Email: kerrie.mchugh@brookfield.com |
Email: linda.northwood@brookfield.com |
1 BN will source the share consideration from a
portion of its existing 1.2 billion shares that it currently owns
in BAM’s asset management business, which it will exchange for an
equal number of shares in BAM. As such, the transaction will result
in no net new shares being issued and no dilution to BAM
shareholders.
No OfferNo person has commenced
soliciting proxies in connection with the proposed transaction
referenced in this press release, and this press release is neither
an offer to purchase nor a solicitation of an offer to sell
securities.
Cautionary Notice Regarding
Forward-Looking StatementsInformation in this press
release that is not a historical fact is “forward-looking
information”. This press release contains “forward-looking
information” within the meaning of Canadian provincial securities
laws and “forward-looking statements” within the meaning of
Canadian provincial securities laws and “forward- looking
statements” within the meaning of the U.S. Securities Act of 1933,
the U.S. Securities Exchange Act of 1934, and “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995 and in any applicable Canadian securities
regulations. Forward-looking statements are typically identified by
words such as “expect”, “anticipate”, “believe”, “foresee”,
“could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”,
“will”, “may” and “should” and similar expressions. Forward-looking
statements reflect current estimates, beliefs and assumptions,
which are based on the Company’s perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are appropriate in the
circumstances. The Company’s estimates, beliefs and assumptions are
inherently subject to significant business, economic, competitive
and other uncertainties and contingencies regarding future events
and as such, are subject to change. The Company can give no
assurance that such estimates, beliefs and assumptions will prove
to be correct. Particularly statements about the name change and
trading symbol change are forward-looking statements.
Other factors, risks and uncertainties not
presently known to the Company or that the Company currently
believes are not material could also cause actual results or events
to differ materially from those expressed or implied by statements
containing forward-looking information. Readers are cautioned not
to place undue reliance on statements containing forward-looking
information that are included in this press release, which are made
as of the date of this press release, and not to use such
information for anything other than their intended purpose. The
Company disclaims any obligation or intention to update or revise
any forward- looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
Schedule A – Non-Binding
Proposal
June 26, 2023
Dave Mulcahy, Non-Executive Chairman of the
Board of Directors American Equity Investment Life Holding
Company6000 Westown ParkwayWest Des Moines, IA 50266
Dear Dave:
Brookfield Reinsurance Ltd. (NYSE/TSX: BNRE)
(“BNRe” or “we”) is pleased to submit this non-binding proposal to
acquire all of the outstanding shares of common stock of American
Equity Investment Life Holding Company (“AEL” or the “Company”) not
already owned by BNRe for aggregate consideration of $55.00 per AEL
share to be paid in the form of cash and stock of Brookfield Asset
Management Ltd. (NYSE/TSX: BAM) (“Brookfield”), as described in
more detail below (the “Proposal”).
We believe that our Proposal reflects an
extremely attractive value for the Company’s public shareholders.
Specifically, $55.00 per AEL share represents a premium of 35% to
the closing price as of June 23, 2023, the last trading day prior
to delivery of this Proposal, and a 42% premium to the 90 day
volume weighted average price (“VWAP”) as of the same date, in each
case, for the AEL common shares (the “AEL Shares”).
As consideration for each AEL Share,
shareholders will receive $38.85 in cash and a number of BAM class
A limited voting shares (“BAM Shares”) having a value equal to
$16.15 based on the unaffected 90-day VWAP as of June 23, 2023,
resulting in total consideration of $55.00 per AEL Share. In the
event that the 10-day VWAP of BAM Shares (measured five business
days prior to closing of the transaction) (the “BAM Final Stock
Price”) would result in the aggregate consideration per AEL Share
being less than $54.00, the number of BAM Shares delivered for each
AEL Share will be increased such that the value of the aggregate
consideration delivered for each AEL Share will be equal to $54.00.
In such circumstance, BNRe may elect, in its sole discretion, to
substitute cash consideration in lieu of all or any portion of the
BAM Share consideration; provided that in the event that BNRe
elects to substitute cash for less than all of the BAM Share
consideration, the BAM Share consideration must have an aggregate
value of not less than $200 million. In the event that the BAM
Final Stock Price would result in the aggregate consideration per
AEL Share being greater than $56.50, the number of BAM Shares
delivered for each AEL Share will be decreased such that the value
of the aggregate consideration delivered for each AEL Share will
equal $56.50.
BNRe is well capitalized and committed to
meeting the needs of its policyholders and clients while delivering
high quality customer service. Given the complementary nature of
AEL’s annuity business to BNRe’s existing re/insurance platform, we
also expect our Proposal will deliver significant value to the
Company’s policyholders, employees, distribution partners, and
other stakeholders. We are committed to continuing AEL’s leading
position in the annuity market and strong operating platform in
Iowa, and expect that growth in the AEL platform over time should
increase net jobs in Iowa. Additionally, we look forward to
supporting the greater Des Moines area, including through
maintaining AEL’s existing charitable contributions and
Brookfield’s broader charitable foundation and other charitable
initiatives.
Brookfield is a leading global alternative asset
manager with over $825 billion of assets under management across
renewable power and transition, infrastructure, private equity,
real estate, and credit. Brookfield’s objective is to generate
attractive, long-term risk-adjusted returns for the benefit of its
clients and shareholders. BNRe is proposing to acquire AEL due to
AEL’s successful transformation into an asset manager and an
asset-light insurer under the AEL 2.0 strategy. Through the BAM
Shares offered as partial consideration for this transaction, AEL
shareholders will continue to have the opportunity, through BAM, to
invest in a market leading asset manager.
The BAM Share consideration to be delivered in
this transaction is being contributed to BNRe by Brookfield
Corporation (NYSE: BN) (“BN”) from its existing ownership interest.
If the full number of BAM Shares is delivered in the transaction,
BN’s ownership interest in BAM will be reduced from 75% to
approximately 73%. As such, this transaction is non-dilutive to BAM
shareholders.
BNRe is prepared and intends to negotiate in
good faith the terms of a definitive agreement in respect of the
Proposal such that the parties may announce a transaction on or
prior to June 30, 2023.
We are required to publicly disclose this
Proposal promptly in an amendment to our current Schedule 13D,
which we expect to do following close of markets today.
This Proposal is a non-binding expression of
interest only and does not impose any legal obligation on any
person. BNRe reserves the right to withdraw or modify our Proposal
in any respect at any time. BNRe, Brookfield, and their respective
affiliates will be bound only in accordance with the terms and
conditions contained in executed definitive agreements, if any.
We are available at your convenience to discuss
any aspects of our Proposal.
Sincerely,
BROOKFIELD REINSURANCE LTD.
/s/ Sachin Shah
___________________________Sachin ShahChief Executive Officer
Brookfield Reinsurance (NYSE:BNRE)
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