Brookfield Reinsurance (NYSE, TSX: BNRE) today announced its
intention to commence an offer whereby holders of Class A Limited
Voting Shares (“BN Shares”) of Brookfield Corporation (NYSE, TSX:
BN) will have the opportunity to voluntarily exchange up to
40,000,000 BN Shares for newly-issued Brookfield Reinsurance
Shares1 on a one-for-one basis.
Brookfield Reinsurance is a “paired entity” to
Brookfield Corporation, which enables the offer to be structured so
that the equity base and market capitalization of Brookfield
Reinsurance can be enhanced without any dilution to Brookfield
Corporation or Brookfield Reinsurance shareholders.
Sachin Shah, CEO of Brookfield Reinsurance,
said, “As we grow our insurance business, we are focused on balance
sheet strength and capital flexibility. This offer enables us to
bolster the equity base and market capitalization of Brookfield
Reinsurance without diluting either company.”
He continued, “Brookfield Reinsurance also
provides investors with an alternative, efficient means through
which to hold an interest in the paired entity. This offer will
enable Brookfield Corporation shareholders the opportunity to hold
more of their interest in Brookfield Reinsurance should they wish
to do so.”
Both Brookfield Reinsurance and Brookfield
Corporation believe that exchanges under the offer by holders whose
personal circumstances favor investing in the paired entity through
the ownership of Brookfield Reinsurance Shares will be beneficial
to overall Brookfield; however, individual shareholders of
Brookfield Corporation will need to make their own decision whether
to tender shares in the contemplated offer and it is entirely
voluntary.
Neither Brookfield Reinsurance, Brookfield
Corporation nor any other person is making any recommendation as to
whether or not a holder of BN Shares should tender such holder’s
shares for exchange in the contemplated offer. An offer to
exchange/circular relating to the offer will be sent to
shareholders of Brookfield Corporation on commencement of the
offer. The offer will be subject to a number of conditions to be
described in the offer to exchange/circular, including listing of
the Brookfield Reinsurance Shares on both the New York Stock
Exchange and the Toronto Stock Exchange, a final receipt of the
prospectus from the Canadian securities authorities and the
registration statement being declared effective by the U.S.
Securities and Exchange Commission (the “SEC”) and other customary
approvals.
Important Information about the Proposed
Exchange Offer and Where to Find It
This press release is for informational
purposes only and is not an offer to buy or the solicitation of an
offer to sell any BN Shares or other securities of Brookfield
Corporation, nor shall there be any offer to buy or the
solicitation of an offer any securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The offer described in this press
release has not yet commenced. The offer will be made only pursuant
to the offer to exchange/circular contained in the registration
statement on Form F-4 filed with the SEC, the letter of transmittal
and other related materials, including a tender offer statement on
Schedule TO. The registration statement on Form F-4 has been filed
with the SEC but has not yet become effective. The Brookfield
Reinsurance Shares may not be sold nor may offers to buy be
accepted prior to the time such registration statement becomes
effective. Shareholders are urged to read any such documents if and
when they become available, and any other filings made in
connection with the offer, because they will contain important
information.
Further details regarding the operations of
Brookfield Reinsurance are set forth in its regulatory filings.
Shareholders will be able to obtain free copies
of the these materials and other documents filed with the SEC by
Brookfield Reinsurance and/or Brookfield Corporation in connection
with the offer (including the offer to exchange/circular and the
Schedule TO), when available, through the SEC’s website at
http://www.sec.gov and on Brookfield Reinsurance’s SEDAR profile at
www.sedarplus.ca. In addition, copies of these documents may be
obtained by contacting Brookfield Reinsurance at the contact
information provided below under the heading “Investor
Relations”.
The Brookfield Reinsurance
Shares
The Brookfield Reinsurance Shares under the
offer are class A-1 exchangeable non-voting shares of Brookfield
Reinsurance, which are (i) convertible into Brookfield Reinsurance
class A exchangeable limited voting shares, and
(ii) exchangeable into BN Shares, in each case on a
one-for-one basis. Distributions on Brookfield Reinsurance’s
exchangeable shares are expected to be paid at the same time and in
the same amount per share as cash dividends on the BN Shares, but
are expected to be paid as a return of capital, rather than a
dividend, which may be attractive to certain investors.
We refer to Brookfield Reinsurance as being
“paired” with Brookfield Corporation due to the above exchange
features and common distribution.
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 bnre.brookfield.com or contact:
Communications & Media:Kerrie McHugh Tel:
(212) 618-3469Email: kerrie.mchugh@brookfield.com |
Investor Relations: Rachel Powell Tel: (416)
956-5141 Email: rachel.powell@brookfield.com |
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Notice to ReadersBrookfield
Reinsurance is not making any offer or invitation of any kind by
communication of this news release and under no circumstance is it
to be construed as a prospectus or an advertisement.
This news release contains “forward-looking
information” and “forward-looking statements” within the meaning of
applicable Canadian and U.S. securities laws. Forward-looking
statements include statements that are predictive in nature, depend
upon or refer to future events or conditions, include statements
which reflect management’s expectations regarding the operations,
business, financial condition, expected financial results,
performance, prospects, opportunities, priorities, targets, goals,
ongoing objectives, strategies and outlook of Brookfield
Reinsurance and its subsidiaries, as well as the outlook for North
American and international economies for the current fiscal year
and subsequent periods. Particularly, statements about Brookfield
Reinsurance’s intention to commence the offer, the timing of the
mailing and filing of the offer to exchange/circular and other
documents related thereto, and other terms and conditions of the
offer are forward-looking statements. In some cases,
forward-looking statements can be identified by the use of
forward-looking terminology such as “expects,” “anticipates,”
“plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,”
“projects,” “forecasts” or negative versions thereof and other
similar expressions, or future or conditional verbs such as “may,”
“will,” “should,” “would” and “could.”
____________________1 See “The Brookfield Reinsurance Shares”
below.
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