Offer will enable holders of Brookfield Corporation Class A Shares to voluntarily exchange into shares of Brookfield Reinsurance on a one-for-one basis
BROOKFIELD, NEWS, Aug. 18, 2023 (GLOBE NEWSWIRE) — 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.
