Brascan Offers to Purchase Trilon Outstanding Shares

On April 11, 2002, Brascan Corporation offered to purchase all of Trilon Financial Corporation’s outstanding class A and class B shares not already owned by Brascan and its affiliates for consideration amounting to $17 per share. Trilon is a financial services company that provides asset management and merchant banking services. The total potential value of the deal, assuming all shares subject to offer are tendered, is approximately $773 million.

Prior to the offer, Brascan was Trilon’s largest shareholder, holding 70 per cent of the voting shares of Trilon. Trilon’s board of directors appointed a special committee comprised of William Dimma, chair, A. Gordon Craig, Susan Crocker, Patrick Keenan, Donald Lowe and David McCamus to consider a potential transaction with Brascan. The special committee appointed TD Securities Inc. to prepare a valuation and provide financial advice.

Brascan was represented by Torys LLP, with a team that included Ed Nordholm, Philip de L. Panet and Ryan Barry in Toronto and Andy Beck, Alexandra Kau, Geoffrey Gilbert and Amy Johnson-Spina in New York. Trilon’s special committee was represented by Osler, Hoskin & Harcourt LLP’s Toronto and Montreal offices, with a team that included John (Jack) Petch, Q.C., Robert Yalden and Matthew Graham.