Brascade Corporation
TSX : BCA.PR.B

Diversified Canadian Financial II Corp.
TSX : DCC.PR.A

Diversified Canadian Financial II Corp.

December 22, 2006 12:36 ET

Brascade Corporation and Diversified Canadian Financial II Corp. Announce Results of Shareholder Elections

TORONTO, ONTARIO--(CCNMatthews - Dec. 22, 2006) - Brascade Corporation (TSX:BCA.PR.B) ("Brascade") and Diversified Canadian Financial II Corp. (TSX:DCC.PR.A) ("DCF II") today announced the results of the elections by their senior preferred shareholders related to the amalgamation of these companies. As previously announced, the shareholders of Brascade and DCF II approved an amalgamation of these two companies with Diversified Canadian Holdings Inc. (the "Amalgamation"), effective on or about January 1, 2007. The new company will be amalgamated as an Ontario corporation under the name Brascade Corporation.

In conjunction with this amalgamation, holders of the Class I senior preferred shares, Series B of Brascade (the "Brascade Senior Preferred Shares") resident in Canada could elect by December 20, 2006 to receive either $40.00 in cash in Canadian funds per Brascade Senior Preferred Share they now hold, which is the redemption price for these shares as at January 1, 2007; or 1.6 senior preferred shares of the amalgamated company having a redemption price of $25.00 per share in Canadian funds and paying quarterly dividends based on an annual rate of 4.70%. Residents of jurisdictions outside Canada and Canadian residents who failed to make an election by December 20, 2006 will automatically receive on amalgamation $40.00 in cash per Brascade Senior Preferred Share they now hold. Based on preliminary reports, it is expected that 522,484 Brascade Senior Preferred Shares will be redeemed for cash and 1,160,375 such shares will be exchanged for 1,856,600 senior preferred shares of the amalgamated company.

Holders of the Class A preference shares of DCF II (the "DCF II Senior Preferred Shares") resident in Canada could also elect by December 20, 2006 to receive either $25.00 in cash in Canadian funds per DCF II Senior Preferred Share they now hold, which is the redemption price for these shares as at January 1, 2007; or one senior preferred share of the amalgamated company, as described above. Residents of jurisdictions outside Canada and Canadian residents who failed to make an election by December 20, 2006 will automatically receive on amalgamation $25.00 in cash per DCF II Senior Preferred Share they now hold. Based on preliminary reports, it is expected that 3,865,812 DCF II Preferred shares will be redeemed for cash and that 4,134,188 such shares will be exchanged for 4,134,188 senior preferred shares of the amalgamated company.

Redemption payments will be made as soon as possible after January 1, 2007. In total, it is expected that 5,990,788 senior preferred shares of the amalgamated company will be issued on amalgamation. The share certificates representing these senior preferred shares will be distributed early in January 2007. Conditional approval has been received from the Toronto Stock Exchange to list these senior preferred shares under the symbol BCA.PR.A.

Brascade Corporation currently holds investments in the forest products and property sectors. The common shares of Brascade are wholly owned by Brookfield Asset Management, an asset management company focussed on property, power and infrastructure assets.

DCF II owns a portfolio of preferred shares issued by companies within the Brookfield Asset Management group.

This news release contains forward-looking statements such as "will" and "is expected". Both Brascade and DCF II caution that, by their nature, forward-looking statements involve risk and uncertainty and the companies' actual results could differ materially from those expressed or implied in such statements. Reference should be made to their most recent Annual Information Forms for a description of the major risk factors.

Contact Information

  • Brascade Corporation
    Alan Dean
    (416) 363-9491
    or
    Brascade Corporation
    Sachin Shah
    (416) 363-9491