Brookfield Reinsurance offers to acquire American Equity for $55.00 per share

Brookfield (BN) announced that following close of markets on June 26, 2023, Brookfield Reinsurance (BNRE) delivered a letter to the board of directors of American Equity Investment Life Holding Company (AEL) setting forth a proposal to acquire all of the outstanding shares of common stock of AEL not already owned by Brookfield Reinsurance for aggregate consideration of $55.00 per AEL share. As consideration for each AEL share, shareholders will receive $38.85 in cash and a number of Brookfield Asset Management Ltd. (BAM) class A limited voting shares having a value equal to $16.15 based on the unaffected 90-day VWAP as of June 23, 2023, resulting in total consideration of $55.00 per AEL share, subject to adjustment in certain circumstances as set forth in the proposal, a copy of which is attached hereto. Brookfield Reinsurance intends to acquire from Brookfield Corporation (BN) shares of Brookfield Asset Management required to satisfy the non-cash consideration offered to AEL shareholders. Subject to this occurring, BAM’s public float will increase by approximately 10%, which is strategically important as BAM continues to broaden its shareholder base. Brookfield Corporation’s interest in Brookfield Asset Management will decrease from 75% to approximately 73%. Accordingly there will be no net new issuance of shares of BAM1, BN or BNRE and no dilution to BAM, BN or BNRE shareholders as a result of this transaction. Brookfield Reinsurance will have the option to pay cash for the share portion of the transaction if the shares of BAM are trading below where they are trading at the current time such that the aggregate consideration per AEL share would be less than $54.00 per share. In this circumstance, Brookfield Reinsurance may elect, in its sole discretion, to pay the non-cash consideration in cash instead of utilizing BAM shares in the transaction. The proposal represents a premium of 35% to the closing price as of June 23, 2023, the last trading day prior to delivery of the letter, and a 42% premium to the 90-day volume weighted average price as of the same date, in each case, for the AEL common shares.