Brascan Corporation

Brascan Corporation

March 09, 2005 06:15 ET

Brascan Agrees To Support A Noranda And Falconbridge Combination; Noranda To Complete A US$1.25 Billion Common Share Issuer Bid




MARCH 9, 2005 - 06:15 ET

Brascan Agrees To Support A Noranda And Falconbridge
Combination; Noranda To Complete A US$1.25 Billion
Common Share Issuer Bid

TORONTO, ONTARIO--(CCNMatthews - March 9, 2005) - Brascan Corporation
(TSX:BNN)(NYSE:BNN), which directly and indirectly owns 122,597,952
common shares or approximately 41% of Noranda Inc. ("Noranda"), today
announced its support for a plan by Noranda to combine (the "Merger")
Noranda and Falconbridge Limited ("Falconbridge"). Brascan also
announced it will support Noranda making a substantial issuer bid (the
"Issuer Bid") whereby Noranda will offer to purchase approximately 63.4
million of its common shares in exchange for US$1.25 billion of junior
preferred shares.

Mr. Bruce Flatt, CEO of Brascan, stated that "after reviewing a number
of alternatives for our shares of Noranda in the context of an extremely
positive outlook for base metals, we have decided to reduce our
investment by up to 50% and ride the expected future upside of the base
metals business through our ownership of common shares in a combined
NorandaFalconbridge. Upon completion of the merger, NorandaFalconbridge
will be an extremely well-positioned base metals company."

As a component of the plan, Brascan has agreed to deposit all of its
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, Brascan's 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, Brascan could receive
junior preferred shares of Noranda having an aggregate issue price of up
to US$1.25 billion. Following the Issuer Bid and the Merger, Brascan's
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 per share). As a result, Noranda
common shares will be repurchased at a nominal value of US$19.72 per

Related Agreements

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


Under the Merger, each Falconbridge common shareholder (excluding the
shares owned by Noranda) will receive 1.77 common shares of
NorandaFalconbridge. 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.

Brascan Corporation is an asset management company. With a focus on
property, power and infrastructure assets, the company has direct
investments of $20 billion and a further $7 billion of assets under
management. This includes 70 premier office properties and over 120
power generating plants. The company is listed on the New York and
Toronto stock exchanges under the symbol BNN. For more information,
please visit our web site at

Note: This press release may contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. 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 40-F filed with the Securities and
Exchange Commission. 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

    Brascan Corporation
    Katherine C. Vyse
    SVP, Investor Relations and Communications
    (416) 369-8246