10,000,000 Class A Restricted Voting Units Priced at C$10.00 Each
TORONTO, ONTARIO--(Marketwired - April 14, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Dundee Acquisition Ltd. ("Dundee Acquisition" or the "Company") and Dundee Corporation (TSX:DC.A) announce that Dundee Acquisition has filed a final prospectus with the securities regulatory authorities in all provinces and territories in Canada and has obtained a receipt therefor in respect of its initial public offering ("Offering") of $100,000,000 of Class A Restricted Voting Units. The Company has granted the underwriters of the Offering a 30-day option following the closing of the Offering (the "Closing") to purchase up to an additional 1,500,000 Class A Restricted Voting Units, at a price of $10.00 each (the "Over-Allotment Option"). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option granted by the Company) will be deposited into an escrow account and will only be released upon certain prescribed conditions. Dundee Corporation is the sponsor of the Company.
Dundee Acquisition is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or engaging in any other similar business combination with one or more businesses or assets within the specified time period ("Qualifying Acquisition"). Efforts to identify a target business will not be limited to a particular industry or geographic region, although the Company intends to focus its search for target businesses that operate in North America and specifically in Canada. The Company intends to focus primarily on acquiring established companies that it believes are fundamentally sound, and not start-up companies with speculative business plans or excessive leverage. With that view, the Company intends to focus primarily on acquiring companies with an enterprise value between $200 million and $800 million.
Each Class A Restricted Voting Unit has an offering price of $10.00 and consists of one Class A Restricted Voting Share and one-half of a warrant ("Warrant"). Following the Qualifying Acquisition, each Class A Restricted Voting Share will be automatically converted into one Class B share of Dundee Acquisition ("Class B Share"), and accordingly, each whole Warrant will entitle the holder thereof to purchase one Class B Share at an exercise price of $11.50, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares, forming part of the Class A Restricted Voting Units, will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the final prospectus.
"Positioned as the first Canadian 'special purpose acquisition corporation', Dundee Acquisition expects to build on the strengths of Dundee Corporation's global network of business relationships and the collective experience of Dundee Corporation's management and investment teams to identify and target acquisitions that are fundamentally sound and have value-creation potential for shareholders," said Mark Goodman, President and Chief Executive Officer of Dundee Acquisition.
The Closing is expected to occur on or about April 21, 2015. The Toronto Stock Exchange has conditionally approved the listing of the Class A Restricted Voting Units, Class A Restricted Voting Shares and the Warrants pursuant to the Offering, following the Closing, under the symbols "DAQ.UN", "DAQ.A" and "DAQ.WT", respectively, with each Class A Restricted Voting Unit separating into Class A Restricted Voting Shares and Warrants approximately 40 days following the Closing, subject to the Company fulfilling customary listing requirements.
The Class A Restricted Voting Units are being distributed by a syndicate of underwriters being led by TD Securities Inc. and Cantor Fitzgerald Canada Corporation, and includes National Bank Financial Inc. and Dundee Securities Ltd.
Dundee Acquisition is represented by Stikeman Elliott LLP.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
About Dundee Acquisition Ltd.
Dundee Acquisition Ltd. is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or engaging in any other similar business combination with one or more businesses or assets.
About Dundee Corporation
Dundee Corporation is a public Canadian independent holding company listed on the Toronto Stock Exchange under the symbol "DC.A." Through its operating subsidiaries, Dundee Corporation is engaged in diverse business activities in the areas of its core competencies including investment advisory and corporate finance, energy, resources, agriculture, real estate and infrastructure. Dundee Corporation also holds, directly and indirectly, a portfolio of investments mostly in these core focus areas, as well as other select investments in both publicly listed and private companies.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Dundee Corporation's and Dundee Acquisition Ltd.'s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dundee Corporation's or Dundee Acquisition Ltd.'s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the final prospectus of Dundee Acquisition Ltd. dated April 14, 2015. Neither Dundee Corporation nor Dundee Acquisition Ltd. undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.