Tricap Management Limited

April 07, 2006 16:19 ET

Tricap Restructuring Fund Acquires Subscription Receipts of Western Forest Products

TORONTO, ONTARIO--(CCNMatthews - April 7, 2006) - Tricap Management Limited ("Tricap") announced that, in connection with the recently announced completed rights offering of subscription receipts of Western Forest Products ("Western") (TSX:WEF), Tricap has acquired 138,155,734 subscription receipts of Western on behalf of the participants in Tricap Restructuring Fund (the "Fund"), a co-investment fund comprised of institutional and other accredited investors. Tricap maintains control and direction over the subscription receipts which are beneficially owned by the investors in the Fund.

Each subscription receipt will be automatically exchanged for one Western common share at the time of closing of the previously announced acquisition of Cascadia Forest Products Inc. ("Cascadia") provided that, as the exchange of subscription receipts would result in Tricap holding 50% or more of Western's common shares, Western may, at its option (the "Exchange Limitation Option") limit the exchange of that portion of the subscription receipts that would result in Tricap holding more than 49% of the common shares. In this case, the balance of the subscription receipts (the "Additional Subscription Receipts") held by Tricap will remain outstanding until Western has amended its articles to create a new class of non-voting shares. Provided this amendment is approved by Western's common shareholders, the Additional Subscription Receipts held by Tricap will be exchanged for non-voting shares. Subscription funds will be refunded to investors if the Cascadia acquisition does not close by May 10, 2006 or if the Cascadia acquisition agreement is terminated.

If Western does not exercise the Exchange Limitation Option, Tricap will hold approximately 70.1% of the outstanding common shares of Western. If Western does exercise the Option, Tricap will hold approximately 49% of the outstanding common shares of Western and 100% of the non voting shares. The subscription receipts acquired by Tricap include an aggregate of 110,181,605 subscription receipts of Western that are beneficially owned by Brookfield Asset Management (NYSE/TSX: BAM) and its affiliates and associates on a consolidated basis ("Brookfield"). If Western does not exercise the Exchange Limitation Option, upon conversion of the subscription rights beneficially owned by Brookfield, Brookfield, in its capacity as a Tricap investor will hold approximately 55.1% of the total common shares of Western.

Tricap holds the subscription rights for investment purposes. Tricap will continue to review its investment alternatives and may acquire additional common shares of Western or may, subject to applicable securities laws, sell the shares or subscription rights it now holds in the open market or in privately negotiated transactions to one or more persons.

Tricap Management Ltd. was established by Brookfield Asset Management to provide a source of patient, long-term capital and strategic assistance to companies experiencing financial or operational difficulty and has invested and provided financing commitments totalling C$1.25 billion since its formation in 2001. With strong industry and financial management expertise, Tricap Management is well positioned to assist these companies in reaching their full potential.

Note: This press release contains "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 "will" "may" 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 Western Forest Products equity and other investments of Tricap Management Limited and Brookfield Asset Management to differ materially from anticipated future equity holdings expressed or implied by such forward-looking statements. Factors that could cause actual holdings to differ materially from those set forward in the forward looking statements include investment decisions based upon general economic conditions, interest and exchange rates, forest industry pricing and dynamics and other risks detailed from time to time in Tricap's regulatory filings or Brookfield's 40-F filed with the Securities and Exchange Commission. Neither Tricap, nor Brookfield undertakes any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Tricap Management Limited
    Katherine C. Vyse
    SVP, Investor Relations and Communications
    (416) 369-8246
    kvyse@brookfield.com