Sweet Dream Corp.

August 15, 2016 20:42 ET

Co-Founder Acquiring Control of Dream Unlimited Corp.

TORONTO, ONTARIO--(Marketwired - Aug. 15, 2016) - MICHAEL COOPER, the Co-Founder, President and Chief Responsible Officer of Dream Unlimited Corp. ("Dream"), and Sweet Dream Corp. ("SDC"), a corporation controlled by Mr. Cooper, today announced that they have entered into agreements with Ned Goodman, Chairman of Dream, and Caylee Development Corporation ("Caylee"), a corporation controlled by Mr. Goodman, pursuant to which Mr. Cooper is acquiring control of Dream (TSX:DRM). Mr. Cooper is acquiring all of the 3,086,583 Class B common shares ("Common Shares") of Dream owned by Mr. Goodman and Caylee, representing 99.07% of the issued and outstanding Common Shares.

"Michael and I Co-Founded Dream in 1994 and have built it together over the last two decades. Building Dream has been Michael's sole focus and I am happy to pass control to Michael as it ensures a smooth succession and I believe will result in the best returns for Dream shareholders," said Ned Goodman.

"Ned supported me by lending me his credibility immediately after a terrible real estate recession in the early 1990's. In addition to supporting me, Ned has provided his advice and counsel to build Dream into the enterprise it is today. I am very appreciative that he has supported my acquisition of control and I will continue to do my best to increase the value of Dream as we have since the company was created," said Michael Cooper.

Pursuant to a purchase agreement dated August 15, 2016 with Ned Goodman, SDC has agreed to acquire 647,379 Common Shares for a cash purchase price of $6,089,894 or approximately $9.40 per Common Share. SDC and Caylee have entered into a limited partnership agreement dated August 15, 2016 governing a limited partnership to be newly formed, Sweet Limited Partnership ("Sweet LP"), to which Caylee will contribute 2,439,204 Common Shares in consideration for 2,805,084 Class A limited partnership units ("Class A Units") of Sweet LP and SDC will contribute 2,805,084 Class A subordinate voting shares ("Subordinate Voting Shares") of Dream in consideration for 2,805,084 Class B limited partnership units ("Class B Units") of Sweet LP. The general partner of Sweet LP will be Sweet GP Inc., a corporation wholly-owned by Michael Cooper, such that in accordance with NI 62-103 (as defined below) Mr. Cooper is deemed to beneficially own the Common Shares and Subordinate Voting Shares owned by Sweet LP.

Each Class A Unit will be redeemable at the option of the holder at any time and is redeemable by Sweet LP no earlier than August 15, 2021 and later in certain circumstances. The redemption price in respect of each Class A Unit will be satisfied, at the election of the holder of the Class A Units, by the delivery of one Subordinate Voting Share or a cash amount equal to the net proceeds from the sale by Sweet LP through the facilities of the Toronto Stock Exchange ("TSX") of one Subordinate Voting Share. If Sweet LP is not permitted by applicable securities laws to sell Subordinate Voting Shares through the TSX at the time of redemption, the redemption price will be satisfied by the delivery of Subordinate Voting Shares. The Class A Units and the Class B Units rank equally with respect to distributions. On dissolution, after payment of or provision for all debts and liabilities of Sweet LP, holders of Class A Units are entitled to receive one Subordinate Voting Share for each Class A Unit and holders of Class B Units are entitled to receive a fraction of a Common Share for each Class B Unit and any balance shall be distributed to the general partner and the limited partners in accordance with their respective partnership interests.

Prior to the transactions announced today, Mr. Cooper owned, through SDC, 135,000 Subordinate Voting Shares, representing approximately 0.2% of the outstanding Subordinate Voting Shares of Dream, and options to acquire 900,000 Subordinate Voting Shares, representing approximately 1.2% of the outstanding Subordinate Voting Shares, and SDC also owned 283.67 non-voting common shares and class C voting preference shares of Dream Asset Management Corporation ("DAM"), a subsidiary of Dream, representing approximately 30% of the issued and outstanding equity and voting shares of DAM. SDC is entitled to receive an aggregate of 34,204,495 Subordinate Voting Shares of Dream at any time by exercising its right to exchange its non-voting common shares and class C voting preference shares of DAM for Subordinate Voting Shares of Dream pursuant to an exchange agreement (the "Exchange Agreement") dated May 30, 2013 among Dream, DAM and SDC. Prior to the transactions announced today, Mr. Cooper did not own or control any Common Shares of Dream.

In connection with the transactions announced today, SDC will exchange 22.15 non-voting common shares and class C voting preference shares of DAM for 2,670,813 newly issued Subordinate Voting Shares which, together with 134,271 Subordinate Voting Shares already owned by SDC, will then be contributed to Sweet LP.

Following completion on August 18, 2016 of the transactions announced today, in accordance with NI 62-103 (as defined below) Mr. Cooper will be deemed to beneficially own the 2,805,084 Subordinate Voting Shares owned by Sweet LP and 729 Subordinate Voting Shares owned by SDC, representing in aggregate approximately 3.6% of the outstanding Subordinate Voting Shares, and the 2,439,204 Common Shares owned by Sweet LP and the 647,379 Common Shares owned by SDC, representing in aggregate approximately 99.07% of the outstanding Common Shares. Mr. Cooper will also continue to own options to acquire 900,000 Subordinate Voting Shares and SDC will continue to own 261.52 non-voting common shares and class C voting preference shares of DAM, representing approximately 27.6% of the equity and voting shares of DAM, and SDC will continue to be entitled to receive 31,533,682 Subordinate Voting Shares at any time by exercising its right to exchange its non-voting common shares and class C voting preference shares of DAM for Subordinate Voting Shares of Dream under the Exchange Agreement.

Together, the Common Shares and Subordinate Voting Shares deemed to be beneficially owned by Mr. Cooper represent approximately 80% of the votes attached to all outstanding voting securities of Dream.

Mr. Cooper and SDC entered into the transactions announced today for the purpose of acquiring control of Dream. Mr. Cooper and SDC have no intention to acquire further Common Shares of Dream. Pursuant to the terms of the limited partnership agreement governing Sweet LP, SDC has agreed to exchange all of the non-voting common shares and class C voting preference shares of DAM owned by it for Subordinate Voting Shares of Dream by no later than September 30, 2021. Any redemption of Class A Units of Sweet LP will reduce the number of Subordinate Voting Shares owned by Sweet LP and deemed to be beneficially owned by Mr. Cooper. Each of Mr. Cooper and SDC intends to evaluate its investment in Subordinate Voting Shares on a continuing basis and either may acquire Subordinate Voting Shares or decrease its holdings of Subordinate Voting Shares in the future. As the majority shareholder and the most senior executive officer of Dream, Mr. Cooper expects to have significant influence over the management of Dream. Mr. Cooper and SDC have no current intention, but may in the future form an intention, with respect to a merger, reorganization or similar corporate transaction involving Dream, a sale of a material amount of assets of Dream, any change in the board of directors or management of Dream, any material change in Dream's capitalization or dividend policy, any material change in Dream's business or corporate structure, any change in Dream's articles or by-laws, any proposal to delist any securities of Dream or to have Dream cease to be a reporting issuer, any solicitation of proxies from security holders or any similar action with respect to Dream.

The Common Shares will be acquired in reliance on the exemption in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104"), as: (i) the Common Shares will be purchased from not more than five persons or companies in the aggregate; (ii) the bid is not made generally to security holders of the Common Shares; and (iii) the consideration for the Common Shares, being either cash of approximately $9.40 per Common Share or slightly less than 1.15 Class A Units per Common Share, is not greater than 115% of the value of a Common Share on the basis that the value of a Common Share is not less than the market price (as determined in accordance with section 1.11 of NI 62-104) of a Subordinate Voting Share into which a Common Share is convertible on a one-for-one basis at any time and the value of a Class A Unit is equal to the market price (as determined in accordance with section 1.11 of NI 62-104) of a Subordinate Voting Share.

This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") of the Canadian Securities Administrators. A copy of the report to be filed by Sweet Dream Corp. in connection with the transactions described herein will be available on Dream's SEDAR profile at www.sedar.com, and can also be obtained by contacting Mr. Robert Hughes, VP, Legal Counsel, Dream Unlimited Corp. at 416-365-3535.

Dream's head office and SDC's head office are located at Suite 301, State Street Financial Centre, 30 Adelaide Street East, Toronto, Ontario M5C 3H1.

Contact Information

  • Michael J. Cooper
    President and Secretary
    Sweet Dream Corp.
    (416) 365-3535
    mcooper@dream.ca