Brascade Corporation

March 09, 2005 10:35 ET

Brascade Agrees To Support Noranda And Falconbridge Combination




MARCH 9, 2005 - 10:35 ET

Brascade Agrees To Support Noranda And Falconbridge

TORONTO, ONTARIO--(CCNMatthews - March 9, 2005) -

Noranda to Complete a US$1.25 Billion Common Share Issuer Bid

Brascade Corporation (TSX:BCA.PR.B), a wholly owned subsidiary of
Brascan Corporation (NTSE/TSX:BNN), today announced that it has joined
Brascan in supporting a plan by Noranda Inc. ("Noranda") to combine (the
"Merger") Noranda and Falconbridge Ltd. ("Falconbridge"). Brascade also
announced that together with Brascan it will support Noranda making a
substantial issuer bid (the "Issuer Bid") whereby Noranda will offer to
purchase approximately 63.4 million common shares of in exchange for
US$1.25 billion of junior preferred shares.

Brascade currently owns approximately 73.5 million common shares or
approximately 25% of Noranda. Brascan and Brascade, together hold an
aggregate of approximately 122.6 million Noranda common shares, or
approximately 41% of the outstanding shares.

As a component of the plan, Brascade and Brascan have agreed to deposit
all of their common shares of Noranda to the Issuer Bid. All Noranda
common shareholders have the right to participate in the Issuer Bid on a
pro rata basis, however, the Brascade/Brascan deposit to the Issuer Bid
would be sufficient to satisfy fully the Issuer Bid if no other Noranda
common shareholders tendered to the bid. As a result, Brascade and
Brascan could together receive junior preferred shares of Noranda having
an aggregate issue price of up to US$1.25 billion. Following the Issuer
Bid and Merger, the Brascade/Brascan common share ownership of Noranda
will decline to between 16% and 26%.

Noranda Issuer Bid

Under the terms of the Issuer Bid, Noranda is offering to repurchase
from all Noranda shareholders approximately 63.4 million common shares
of Noranda in exchange for junior preferred shares with an aggregate
issue price of US$1.25 billion (US$25.00/per share). As a result,
Noranda common shares will be repurchased at a nominal value of US$19.72
per share.

Related Agreements

Under its deposit agreement with Noranda, Brascade and Brascan will
deposit all of their Noranda common shares to the Issuer Bid, subject to
a right to withdraw any deposited shares if Brascade and Brascan
determine that an alternative transaction, more favourable to them,
arises prior to the take up by Noranda of shares under the Issuer Bid.
In addition, Noranda has agreed to provide Brascade and Brascan with a
registration rights agreement, on customary terms.


Under the Merger, each Falconbridge common shareholder (excluding the
shares owned by Noranda) will receive 1.77 common shares of
NorandaFalconbridge for each Falconbridge common share tendered. In
addition to the usual conditions, the merger will be conditional upon
acceptance by holders of more than 50% of Falconbridge common shares,
excluding shares held by Noranda and the completion of the Issuer Bid.

Note: This press release may contain "forward-looking statements". The
words "believe", "expect", "anticipate", "intend", "estimate" and other
expressions which are predictions of or indicate future events and
trends and which do not relate to historical matters identify forward
looking statements. Reliance should not be placed on forward-looking
statements because they involve known and unknown risks, uncertainties
and other factors, which may cause the actual results, performance or
achievements of the company to differ materially from anticipated future
results, performance or achievement expressed or implied by such
forward-looking statements. Factors that could cause actual results to
differ materially from those set forward in the forward looking
statements include general economic conditions, interest rates,
availability of equity and debt financing and other risks detailed from
time to time in the company's filing with the Canadian Securities
regulatory authorities. The company undertakes no obligation to publicly
update or revise any forward looking statements, whether as a result of
new information, future events or otherwise.


Contact Information

    Brascade Corporation
    Katherine C. Vyse
    SVP, Investor Relations and Communications