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.


Geoffrey G. Gilbert Philip de L. Panet Ryan E. Barry Edwin B. Nordholm Andrew J. Beck Robert M. Yalden John F. Petch Amy Johnson-Spina Matthew Graham