NBS Technologies Inc.
TSX : NBS

NBS Technologies Inc.
Brookfield Asset Management Inc.
TSX : BAM
NYSE : BAM

Brookfield Asset Management Inc.

November 06, 2006 20:02 ET

NBS Technologies to be Privatized

TORONTO, ONTARIO--(CCNMatthews - Nov. 6, 2006) - NBS Technologies Inc. (TSX:NBS) ("NBS") and Brookfield Asset Management Inc. (TSX:BAM) (NYSE:BAM) ("Brookfield") today announced that NBS has entered into an agreement with Brookfield to effect a going private transaction whereby Brookfield will acquire all of the outstanding common shares ("Common Shares") of NBS not already owned by Brookfield or its affiliates at a price of $1.00 per Common Share in cash, representing a total cash consideration of approximately $3.6 million. In addition, holders of Common Shares will receive a non-transferable contingent entitlement to share in the net proceeds received by NBS from any final adjudication or final settlement of all matters related to the claims and counterclaims of the Card Technology v. DataCard litigation involving NBS and the related proceedings in the United States Department of Justice.

The price of $1.00 per Common Share offered by Brookfield represents a premium of approximately 42.9% over the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on November 6, 2006, the last day on which the Common Shares traded prior to the announcement of the proposed transaction, and a premium of approximately 57.7% over the 20-day average closing price of the Common Shares on the TSX.

The board of directors of NBS established a special committee of independent directors (the "Special Committee") to supervise the preparation of a formal valuation of the Common Shares by BDO Dunwoody LLP ("BDO Dunwoody"), a qualified independent valuator, and to consider the proposed transaction. Subject to the assumptions contained in the valuation, BDO Dunwoody reached the opinion that the fair market value of the Common Shares was in the range of $0.00 to $0.51 per Common Share. BDO Dunwoody also delivered a fairness opinion that the consideration offered under the proposed transaction is fair, from a financial point of view, to the minority shareholders of NBS.

Based on BDO Dunwoody's conclusions, among other matters considered, the Special Committee unanimously determined that the proposed transaction is in the best interests of NBS and is fair, from a financial point of view, to the minority shareholders of NBS. In light of the Special Committee's conclusions, the board of directors of NBS has unanimously approved the proposed transaction and recommends that shareholders vote in favour of the proposed transaction.

The transaction will be effected through an amalgamation of NBS and a newly incorporated company wholly-owned by Brookfield. Pursuant to the amalgamation, each shareholder of NBS, other than Brookfield and its affiliates, will receive one redeemable preference share of the amalgamated company for each Common Share held immediately prior to the amalgamation. Each redeemable preference share will then be redeemed for $1.00 in cash.

On November 6, 2006, an affiliate of Brookfield purchased an additional 1,297,693 Common Shares from Drazen Ivanovic, an officer of NBS. These Common Shares were acquired pursuant to a private agreement transaction. After giving effect to this acquisition, Brookfield and its affiliates own 39,526,226 Common Shares, representing 91.6% of the outstanding Common Shares. Brookfield has advised NBS that these additional Common Shares were acquired by an affiliate of Brookfield in order to increase the percentage ownership interest in NBS of Brookfield and its affiliates above 90%.

A special meeting of shareholders of NBS will be held on or about December 18, 2006 to consider the proposed transaction. The proposed transaction is subject to the approval of not less than two-thirds of the shareholders of NBS voting at the meeting. As at November 6, 2006, NBS had outstanding 43,151,922 Common Shares. As Brookfield and its affiliates own more than 90% of the outstanding Common Shares and an appraisal remedy will be available to shareholders under applicable corporate law, no minority approval will be required to approve the proposed transaction. The votes attached to the Common Shares owned by Brookfield and its affiliates will therefore be sufficient to approve the proposed transaction.

The terms and conditions of the proposed transaction, including copies of the formal valuation and fairness opinion prepared by BDO Dunwoody, will be detailed in a management information circular to be mailed to shareholders of NBS as soon as practicable.

About NBS Technologies Inc.

NBS Technologies Inc. (TSX:NBS) is a leading provider of smart card manufacturing and personalization equipment, secure identity solutions and point of sale transaction services for financial institutions, governments and corporations worldwide. NBS Technologies is a global company with locations in Canada, China, France, the U.S. and the United Kingdom, along with a worldwide dealer network. For more information, please visit NBS's website at www.nbstech.com.

About Brookfield Asset Management Inc.

Brookfield Asset Management Inc. (NYSE/TSX:BAM), focused on property, power and infrastructure assets, has over $50 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges under the symbol BAM. For more information, please visit Brookfield's website at www.brookfield.com.

Note: This press release contains forward-looking information including "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. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors. These results may impact the outcome of the going private transaction or NBS' litigation with DataCard and there can be no assurance that any payment on account of the contingent entitlement will be paid. Factors that could cause the actual outcome to differ materially from those set forward in the forward- looking statements include inherent risks and uncertainties surrounding future expectations generally and other risks detailed from time to time in documents filed by the companies with the securities regulators in Canada and the United States, including Brookfield's Annual Information Form under the heading "Business Environment and Risks" and NBS' Annual Report under the heading "Risks and Uncertainties" The companies undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

  • NBS Technologies Inc.
    Bryan Hills
    Chief Financial Officer
    (416) 621-1911
    (416) 621-8875 (FAX)
    Email: bhills@nbstech.com
    Website: www.nbstech.com
    or
    NBS Technologies Inc.
    703 Evans Avenue, Suite 400
    Toronto, Ontario
    M9C 5E9
    or
    Brookfield Asset Management Inc.
    Katherine C. Vyse
    SVP, Investor Relations and Communications
    (416) 369-8246
    Email: kvyse@brookfield.com
    Website: www.brookfield.com
    or
    Brookfield Asset Management Inc.
    BCE Place, Suite 300
    181 Bay Street
    Toronto, Ontario
    M5J 2T3