Shareholders’ vote at a special meeting on November 9, 2022
BROOKFIELD, NEWS, Sept. 23, 2022 (GLOBE NEWSWIRE) — Brookfield (NYSE: BAM, TSX: BAM.A) (“Brookfield”) announced today that its board of directors has approved the transaction for public listing and distribution unanimously approved a 25% interest in its asset management business through Brookfield Asset Management Ltd. (the manager”). Pursuant to this approval, Brookfield has entered into an agreement (the “Agreement”) in connection with the completion of the Transaction.
The transaction will result in the separation of Brookfield into two publicly traded companies – the Corporation (Brookfield Asset Management Inc. to be renamed “Brookfield Corporation”) and the Manager – with holders of Class A shares of Brookfield with limited voting rights (“Class A”) “), Class B Limited Voting Shares and Class A Preferred Stock Series 8 and 9 (collectively, the “Shareholders”), who upon closing (the “Agreement”) will become shareholders of the Manager. The transaction will provide shareholders with access to a leading pure-play global alternative asset management business, through the manager. Brookfield Corporation will remain focused on deploying capital in its operations, growing its cash flows and investing that capital over the long term to multiply.
A special meeting of Shareholders (the “Meeting”) has been convened on 9 November 2022 and Shareholders of record at the close of business on 3 October 2022 will be entitled to vote at the meeting. The Brookfield Board of Directors unanimously recommends that stockholders vote in favor of the resolution approving the Arrangement and related matters to be approved at the meeting.
A copy of the agreement will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Upon completion of the Arrangement and related transactions:
Brookfield Corporation and the Manager will own 75% and 25% of our wealth management businesses, respectively;
the Company’s Class A Shares are expected to be traded on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the new ticker symbol “BN”;
the Manager’s Class A Shares with limited voting rights (“Manager’s Class A Shares”) are expected to trade on the NYSE and TSX under the ticker symbol “BAM”;
the Arrangement will generally take place on a tax-advantaged basis for Brookfield Corporation and shareholders resident in Canada and the United States;
each Class A Shareholder will receive 1 Class A Manager Share for every 4 Class A Shares held;
each holder of Series 8 and 9 Class A Preferred Stock will receive a fraction of one Manager Class A Share and one new Brookfield Corporation Class A Preferred Stock for each Series 8 or 9 Preferred Stock held; and
Brookfield Corporation, the Manager and certain of their affiliates will enter into agreements designed to enable them to maintain mutual benefits and competitive advantages.
The agreement is subject to the satisfaction of certain conditions, including shareholder approval at the meeting, approval of the Ontario Superior Court of Justice, listing approvals on the NYSE and TSX and other customary regulatory approvals. Brookfield intends to seek an injunctive relief from the Ontario Superior Court of Justice on September 28, 2022 and thereafter hold the November 9, 2022 meeting to approve the Agreement and related matters. The Management Information Circular related to the Meeting will be finalized and mailed shortly and will also be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Brookfield Asset Management Inc. (NYSE: BAM, TSX: BAM.A) is a leading global alternative asset manager with over $750 billion in assets under management across real estate, infrastructure, renewable energy and energy transition, private equity and credit. Brookfield owns and operates enduring assets and businesses, many of which form the backbone of the world economy. Leveraging its global reach, access to extensive capital and operational expertise, Brookfield offers a range of alternative investment products to investors around the world – including public and private pension plans, endowments, sovereign wealth funds, financial institutions, insurance companies and more private wealth investors.
For more information, please visit our website at www.brookfield.com or contact:
Kerrie McHugh Communications & Media
Linda Northwood Investor Relations
Information in this press release that is not historical fact constitutes “forward-looking information.” This press release contains “forward-looking information” within the meaning of the provincial securities laws of Canada and “forward-looking statements” within the meaning of the provincial securities laws of Canada and “forward-looking statements” within the meaning of the US Securities Act of 1933 , the US Securities Exchange Act of 1934 and the ” Safe Harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and all applicable Canadian securities regulations. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “anticipate”, “could”, “estimate”, “goal”, “intend”, “plan”, “aim”. , “seek”, “will”, “may” and “should” and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions based on Brookfield’s perception of historical trends, current conditions and expected future developments and other factors that management believes are reasonable under the circumstances. Brookfield’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and are therefore subject to change. Brookfield cannot guarantee that such estimates, beliefs and assumptions will prove to be correct.
This press release contains forward-looking statements regarding Brookfield’s beliefs regarding certain benefits of the Arrangement and the expected tax treatment of the proposed transaction for Brookfield and its Canadian and US shareholders.
Factors that could cause actual results, performance, achievements or events to differ from current expectations include, among others, risks and uncertainties related to: obtaining approvals, judgments, court orders and consents or satisfying other requirements, that are necessary or desirable to enable or facilitate the completion of the Agreement (including regulatory and shareholder approvals); future factors that may arise that make it inadvisable to proceed with or postpone all or part of the Agreement; the possibility of significant tax liability for a breach of the spin-off’s tax deferral rules; the potential benefits of the agreement; and business cycles, including general economic conditions.
Certain risks and uncertainties specific to the proposed Arrangement, Brookfield and the Manager are described in more detail in the Management Information Circular which will be mailed to Shareholders prior to the Meeting. Other factors, risks and uncertainties not currently known to Brookfield or which Brookfield does not currently consider material could also cause actual results or events to differ materially from the forward-looking information expressed or implied by any statements. Readers are cautioned not to place undue reliance on any statements containing forward-looking information contained in this press release and made as of the date of this press release and not to use such information for any purpose other than its intended purpose. Brookfield 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 law.