Feb 06, 2007. /Lesprom Network/. Brookfield Asset Management Inc. and Longview Fibre Company announced on February 5 they have entered into a definitive agreement for Brookfield to acquire all the outstanding shares of Longview for cash at a price of USD 24.75 per share, for a total transaction value of approximately USD 2.15 billion including assumed debt. This represents an 18% premium to the company’s trading price prior to today’s announcement of the definitive agreement and a substantial premium over the company’s trading price prior to the March 6, 2006 disclosure of an unsolicited offer by a third party to acquire Longview. With this transaction, Brookfield will acquire 588 000 acres of prime, freehold timberlands in Washington and Oregon, the heart of the Pacific Northwest. The high value species, excellent growth rates and significant standing timber inventories make these timberlands among the most valuable in the world. In addition, Brookfield will acquire one of the largest pulp and paper complexes in North America at Longview, Washington, and a network of 15 corrugated container plants located in 12 states. “Longview Fibre represents an excellent opportunity to acquire one of the largest and highest quality portfolios of freehold timberlands in the U.S., furthering our strategy of investing in high quality assets that generate long term sustainable cash flows that increase in value over time,” commented Sam Pollock, managing partner. “We already manage 2 million acres of timberlands in North and South America, including 635 000 acres on the British Columbia west coast, proximate to Longview’s timberlands in the Pacific Northwest. The acquisition of Longview’s timberlands will significantly expand our timberland asset management operations and solidify our position as the fourth largest owner/manager of timberlands in North America by value.” Brookfield will operate the specialty paper and packaging business under the Longview Fibre name to ensure the continued long history of providing customers with quality products and services. “We believe that there are significant opportunities to enhance these operations and generate attractive returns which will provide employment stability to the communities in which Longview operates,” added Pollock. Brookfield has arranged for $1.35 billion of debt financing to fund the acquisition. The debt will be secured by the existing assets of Longview and have no recourse to Brookfield. Richard H. Wollenberg, president, CEO and chairman of the board of Longview, said, “Longview Fibre’s board and management have undertaken a comprehensive strategic review of our business. After a competitive process and an examination of a wide range of alternatives, we believe this is the best alternative for our shareholders. In addition, we believe we are entrusting the unique assets of Longview Fibre Company, accumulated and nurtured over the past 80 years, to a company with a solid track record of sustainable stewardship and operational excellence.” Brookfield currently holds 3 039 536 shares of Longview, representing approximately 4.6% of the outstanding shares of the company. The transaction was unanimously approved by the Longview board of directors and is expected to close in the second quarter of 2007, subject to approval by Longview shareholders, expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The transaction is not subject to any financing condition. Merrill Lynch acted as Brookfield’s financial advisor, and Weil, Gotshal & Manges LLP and Stoel Rives LLP acted as the company’s legal counsel. Goldman, Sachs & Co. and Banc of America Securities LLC, acted as Longview’s financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP and Perkins Coie LLP acted as the company’s legal counsel. Brookfield Asset Management Inc., focused on property, power and infrastructure assets, has over USD 50 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges. Longview Fibre Company is a real estate investment trust (REIT) engaged in the ownership and management of 588 000 acres of softwood timberlands predominantly located in western Washington and Oregon, and manufactures specialty paper and containers through a wholly owned subsidiary.