Dundee Corporation Completes Acquisition of 360 VOX Corporation
2014年7月3日 - 3:30AM
Marketwired Canada
Dundee Corporation (TSX:DC.A) ("Dundee") and 360 VOX Corporation (TSX
VENTURE:VOX) ("360 VOX") are pleased to announce the completion of the
previously announced arrangement (the "Arrangement") pursuant to the arrangement
agreement dated May 12, 2014 between Dundee and 360 VOX (the "Arrangement
Agreement").
Under the Arrangement, Dundee acquired all of the issued and outstanding Class A
common shares in the capital of 360 VOX (each, a "360 VOX Share") that Dundee
and its affiliates did not already own, being 227,704,303 360 VOX Shares, for
consideration consisting of 0.01221 of a Class A subordinate voting share in the
capital of Dundee (each whole share, a "Dundee Share") for each 360 VOX Share
acquired. As a result of the Arrangement, 360 VOX is now a wholly-owned
subsidiary of Dundee.
360 VOX shareholders approved the Arrangement at a special meeting held on June
25, 2014. The Arrangement was approved by the Ontario Superior Court of Justice
pursuant to a final order dated June 27, 2014, and the Arrangement was completed
on July 2, 2014.
In connection with the Arrangement, Dundee issued approximately 2.8 million
Dundee Shares. Pursuant to the Arrangement, all of the options and warrants to
purchase 360 VOX Shares (other than warrants to purchase 360 VOX Shares issued
in connection with the private placement of units of 360 VOX on May 26, 2013 not
held by Dundee and its affiliates) have been cancelled.
The 360 VOX Shares will be delisted from the TSX Venture Exchange (the "TSXV")
at the close of the trading day on July 3, 2014, and thereafter applications
will be made for 360 VOX to cease to be a reporting issuer in the applicable
jurisdictions.
Former registered 360 VOX shareholders should send their completed and executed
letters of transmittal and certificates that prior to the Arrangement
represented their 360 VOX Shares to the depositary for the Arrangement,
Computershare Investor Services Inc., as soon as possible, to receive the Dundee
Shares to which they are entitled under the Arrangement. A copy of the letter of
transmittal was mailed to registered 360 VOX shareholders in early June 2014 and
is available under 360 VOX's profile on SEDAR at www.sedar.com.
360 VOX shareholders who held their 360 VOX Shares through a brokerage firm,
bank, trust company, security or investment dealer, trustee or administrator or
self-administered RRSPs, RRIFs, RESPs and similar plans or other intermediary,
will receive the Dundee Shares to which they are entitled under the Arrangement
through such intermediary and should contact such intermediary for further
details.
Further information regarding the Arrangement is available under 360 VOX's
profile on SEDAR at www.sedar.com.
ABOUT DUNDEE
Dundee is a public Canadian independent holding company listed on the Toronto
Stock Exchange under the symbol "DC.A". Through its operating subsidiaries,
Dundee 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 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.
ABOUT 360 VOX
360 VOX is engaged in the business of developing and managing international
hotel, resort, residential and commercial real estate projects through its
wholly-owned subsidiaries 360 VOX Asset Management Inc., 360 VOX GP, 360 VOX
LLC, 360 VOX Developments Inc. and Wilton Properties Ltd. 360 VOX is also
engaged in the sales and marketing of real estate through Sotheby's
International Realty Canada and Blueprint Global Marketing.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED
IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dundee Corporation
Ned Goodman
President and Chief Executive Officer
(416) 365-5665
Dundee Corporation
Lucie Presot
Vice President and Chief Financial Officer
(416) 365-5157
360 VOX Corporation
Colin Yee
Chief Financial Officer
(514) 987-6452
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