American Equity Investment Life Holding Company

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Ademi LLP is investigating AEL (NYSE: AEL) for possible breaches of fiduciary duty and other violations of law in its transaction with Brookfield Reinsurance.

In the transaction, AEL shareholders will receive only $55.00 per AEL share, consisting of $38.85 in cash and 0.49707 of a Brookfield Asset Management Ltd. class A limited voting share (“BAM Shares”) having a value equal to $16.15 (based on the undisturbed 90-day volume-weighted average share price of the BAM Shares on June 23, 2023), subject to adjustment in certain circumstances. The transaction agreement unreasonably limits competing bids for AEL by imposing a significant penalty if AEL accepts a superior bid. AEL insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of AEL’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for AEL.