Royal Oak Ventures Inc.
CNSX : ROV
CNSX : ROV.B

October 30, 2013 18:15 ET

Royal Oak Ventures Inc. to Be Acquired by Brookfield Holdings Canada Inc.

TORONTO, ONTARIO--(Marketwired - Oct. 30, 2013) - Royal Oak Ventures Inc. ("Royal Oak") (CNSX:ROV)(CNSX:ROV.B) and Brookfield Holdings Canada Inc. ("Holdings"), a subsidiary of Brookfield Asset Management Inc. (NYSE:BAM)(TSX:BAM.A)(EURONEXT:BAMA), today announced that Royal Oak has entered into an agreement with Holdings to effect a going private transaction whereby Holdings will acquire all of the issued and outstanding common shares ("Common Shares") and all of the issued and outstanding non-voting shares ("Non-Voting Shares", together with the Common Shares, the "Shares") of Royal Oak not already owned by Holdings or its affiliates at a price of $0.15 per Share in cash (the "Offer"), representing a total cash consideration of approximately $8 million. Holdings and its affiliates currently own 1,530,288 Common Shares and 107,341,027 Non-Voting Shares of Royal Oak, representing 48% of the Common Shares and 67% of the Non-Voting Shares, for combined economic interest of 67% in Royal Oak.

The board of directors of Royal Oak established a special committee of independent directors (the "Special Committee") to consider the proposed transaction.

Koger Valuation Inc. ("Koger") was engaged by Holdings as an independent valuator to prepare a formal valuation of the Shares. The Offer was within the range of the fair market value per Share that Koger determined in its valuation, subject to the analyses, assumptions, qualifications and limitation contained therein.

Based on Koger's conclusions, among other matters considered, the Special Committee unanimously determined that the proposed transaction is in the best interests of Royal Oak and is fair, from a financial point of view, to the shareholders of Royal Oak other than Holdings and its affiliates. In light of the conclusions of the Special Committee and Koger, among other matters considered, the board of directors of Royal Oak has unanimously approved (with interested directors abstaining) the proposed transaction and recommends that shareholders vote in favour of the proposed transaction.

The proposed transaction will be effected through an amalgamation of Royal Oak and a newly incorporated company wholly-owned by Holdings. Pursuant to the amalgamation, each shareholder of Royal Oak, other than Holdings and its affiliates, will receive one redeemable preferred share of the amalgamated company for each Share held immediately prior to the amalgamation. Each redeemable preferred share will then be redeemed for $0.15 in cash. As at October 29, 2013, Royal Oak had outstanding 3,157,189 Common Shares and 159,339,267 Non-Voting Shares.

A special meeting of shareholders of Royal Oak will be held in mid-December 2013 to consider the proposed transaction. Completion of the proposed transaction is subject to customary conditions including, but not limited to, there being no material adverse change with respect to Royal Oak and the following shareholder approvals of:

  • at least two-thirds of the votes cast by holders of Common Shares;
  • at least two-thirds of the votes cast by holders of Non-Voting Shares;
  • a simple majority of the votes cast by holders of Common Shares (excluding Common Shares held by Holdings and its affiliates); and
  • a simple majority of the votes cast by holders of Non-Voting Shares (excluding Non-Voting Shares held by Holdings and its affiliates), in each case, present and voting at the meeting.

Assuming the satisfaction of all conditions, the proposed transaction is expected to close as soon as practicable following the special meeting of shareholders. However, there can be no assurances that the proposed transaction, or any other transaction with Holdings, will be completed.

The terms and conditions of the proposed transaction, including copies of the formal valuation prepared by Koger, will be detailed in a management information circular to be mailed to shareholders of Royal Oak soon as practicable.

About Royal Oak

Royal Oak Ventures Inc. is an investment holding company and its principal business relates to its investment holdings. Royal Oak's investment portfolio consists principally of equity and debt securities. The investment portfolio provides the company liquidity to fund its operations and to provide financial resources to develop new business opportunities when they become available.

About Holdings

Brookfield Holdings Canada Inc. is a subsidiary of Brookfield Asset Management Inc. Brookfield Asset Management is a global alternative asset manager with over US$175 billion in assets under management. The company has over a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. It has a range of public and private investment products and services, which leverage its expertise and experience and provide Brookfield with a competitive advantage in the markets where it operates. Brookfield is co-listed on the New York and Toronto stock exchanges under the symbol BAM and BAM.A, respectively, and on NYSE Euronext under the symbol BAMA. For more information, please visit www.brookfield.com.

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