Brookfield Special Situations Partners Limited

March 29, 2010 15:31 ET

Brookfield Special Situations Partners Limited Agrees to Acquire Securities of Ainsworth Lumber Co. Ltd.

TORONTO, ONTARIO--(Marketwire - March 29, 2010) - Brookfield Special Situations Partners Limited ("BSSP") announced today that it has agreed to acquire 14,905,712 common shares (the "Purchased Shares") and warrants to acquire 10,094,288 common shares (the "Purchased Warrants" and, together with the Purchased Shares, the "Purchased Securities") of Ainsworth Lumber Co. Ltd. ("Ainsworth") for an aggregate purchase price of $56,250,000, or $2.25 per Purchased Security, in a privately negotiated transaction. Each of the Purchased Warrants is (subject to anti-dilution provisions) exercisable at any time for one common share without payment of further consideration.

The Purchased Shares and the common shares underlying the Purchased Warrants represent approximately 24.5% of the issued and outstanding common shares of Ainsworth on a fully diluted basis (excluding warrants not currently exercisable for common shares) as at today's date. Following completion of the acquisition and assuming the exercise of all of the Purchased Warrants, BSSP will beneficially own or exercise control or direction over 54,635,219 common shares of Ainsworth, representing approximately 53.5% of the issued and outstanding common shares on a fully diluted basis (excluding warrants not currently exercisable for common shares) as at today's date.

Completion of the transaction is subject to the receipt of approvals required under the Competition Act (Canada) and the United States Hart-Scott-Rodino Anitrust Improvements Act of 1976 and customary closing conditions.

BSSP is acquiring the Purchased Securities for investment purposes. BSSP will continue to review its investment alternatives and may acquire additional common shares or may, subject to market conditions, applicable securities laws and other relevant factors, sell the common shares it now holds in the open market or in privately negotiated transactions to one or more persons.

BSSP is acquiring the Purchased Securities from not more than five persons in the aggregate and the value of the consideration to be paid by BSSP for the Purchased Securities is not greater than 115% of the market price of the Purchased Securities determined in accordance with section 1.3 of Ontario Securities Commission Rule 62-504 ― Take-Over Bids and Issuer Bids.

A copy of the early warning report in respect of this acquisition will be available at www.sedar.com. For additional information, or for a copy of the early warning report, please contact:

Katherine C. Vyse
Senior Vice President, Investor Relations & Communications
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario
M5J 2T3

About Brookfield Special Situations Group

The Brookfield Special Situations Group ("BSSG") was established by Brookfield Asset Management Inc. ("Brookfield") to provide long-term capital and strategic assistance to mid-market companies based in North America. BSSG seeks investment opportunities in industries in which Brookfield has significant operating expertise or a competitive advantage, including in the industrial products, building materials, metals and mining, homebuilding, forest products, oil and gas and manufacturing sectors. The BSSG team operates out of offices in Toronto, New York, Calgary, Vancouver and Montreal.

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