MediSolution Ltd. to Be Acquired by Its Controlling Shareholder, Brookfield Asset Management Inc.
16 Marzo 2009 - 1:35PM
Marketwired Canada
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.
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