MediSolution Ltd. to Be Acquired by Its Controlling Shareholder, Brookfield Asset Management Inc.
March 16 2009 - 7:30AM
Marketwired
MediSolution Ltd. (TSX: MSH) ("MediSolution") and Brookfield Asset
Management Inc. (TSX: BAM)(NYSE: BAM)(EURONEXT: BAMA)("Brookfield")
today announced that MediSolution has entered into an agreement
with Brookfield to effect a going private transaction whereby
Brookfield will acquire all of the outstanding common shares
("Shares") of MediSolution not already owned by Brookfield or its
affiliates at a price of $0.30 per Share in cash, representing a
total cash consideration of approximately $19 million.
The price of $0.30 per Share offered by Brookfield represents a
premium of approximately 53.8% over the closing price of the Shares
on the Toronto Stock Exchange (the "TSX") on March 13, 2009, the
last day on which the Shares traded prior to the announcement of
the proposed transaction, and a premium of approximately 54% over
the 20-day average closing price of the Shares on the TSX.
The board of directors of MediSolution established a special
committee of independent directors (the "Special Committee") to
select an independent valuator, supervise the preparation of a
formal valuation of the Shares and to consider the proposed
transaction. The Special Committee selected Meyers Norris Penny LLP
("MNP"), Chartered Business Valuators and an independent member of
the Horwath International Network, as the independent valuator.
Subject to the analyses, assumptions, qualifications and
limitations contained in the valuation, MNP reached the opinion
that the fair market value of the Shares was in the range of $0.28
to $0.32 per Share. MNP 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
MediSolution.
Based on MNP's conclusions, among other matters considered, the
Special Committee unanimously determined that the proposed
transaction is in the best interests of MediSolution and is fair,
from a financial point of view, to the shareholders of MediSolution
other than Brookfield. In light of the conclusions of the Special
Committee and MNP, among other matters considered, the board of
directors of MediSolution 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 MediSolution and a newly incorporated company
wholly-owned by Brookfield. Pursuant to the amalgamation, each
shareholder of MediSolution, other than Brookfield 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 $0.30 in cash. As at March 13, 2009, MediSolution had
outstanding 158,292,332 Shares.
"A privatized MediSolution will be better positioned to focus on
customers and to deliver improved products, leveraging Brookfield's
significant financial resources and global platform," commented Mr.
Paul Lepage, MediSolution's president and chief executive officer.
"In addition, as a private company, MediSolution will incur lower
administrative costs, having eliminated the expenses associated
with being a publicly traded company."
A special meeting of shareholders of MediSolution will be held
in early May 2009 to consider the proposed transaction. Completion
of the proposed transaction is subject to customary conditions
including, but not limited to, the approval of at least two-thirds
of the votes cast by shareholders of MediSolution voting at the
meeting and a simple majority of the votes cast by minority
shareholders of MediSolution voting at the meeting and there being
no material adverse change with respect to MediSolution. 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 Brookfield,
will be completed.
The terms and conditions of the proposed transaction, including
copies of the formal valuation and fairness opinion prepared by
MNP, will be detailed in a management information circular to be
mailed to shareholders of MediSolution as soon as practicable.
About MediSolution
MediSolution (TSX: MSH), a Brookfield Asset Management company,
is a leading information technology company, providing enterprise
resource planning and specialized blood bank software, solutions
and services to healthcare and service sector customers across
North America. More than 300 healthcare, public and service sector
organizations rely on MediSolution's systems to maximize their
operational efficiencies, lower their costs and improve the
delivery of services. The company's product portfolio is comprised
of Financial Management software such as accounts receivable,
budgeting and materials management, Business Intelligence solutions
as well as Human Capital Management tools and services including
human resources management, staff scheduling and payroll
processing. The company also provides speciality hemovigilance
solutions that improve patient safety, reduce waste and increase
efficiency for blood transfusion services. For more information,
please visit www.medisolution.com.
About Brookfield
Brookfield Asset Management Inc., focused on property, power and
infrastructure assets, has approximately $80 billion of assets
under management and is co-listed on the New York and Toronto Stock
Exchanges under the symbol BAM and on NYSE Euronext under the
symbol BAMA. For more information, please visit
www.brookfield.com.
Contacts: MediSolution Ltd. Paul Lepage President and Chief
Executive Officer 514-850-5040 info@medisolution.com Brookfield
Asset Management Inc. Denis Couture SVP, Investor Relations and
Corporate and International Affairs 416-956-5189
dcouture@brookfield.com
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