Dominion Holding Corporation

September 16, 2016 18:40 ET

Dominion Holding Corporation Announces Potential Takeover Bid for Preference Shares of Dominion Citrus Limited

TORONTO, ONTARIO--(Marketwired - Sept. 16, 2016) - Dominion Holding Corporation ("DHC"), the holder of 100% of the issued and outstanding common shares of Dominion Citrus Limited ("Dominion Citrus"), announces that it proposes to make a takeover bid (the "DHC Bid") for all of the 1,021,150 issued and outstanding Series A preference shares of Dominion Citrus for $1.00 per preference share (the "Preference Shares"). The DHC Bid will be subject to obtaining an exemption (the "Tender Exemption") pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids from the minimum tender condition that more than 50% of the Preference Shares are tendered to provide that the minimum tender shall be more than 25% of the Preference Shares.

DHC is beneficially controlled by Mr. Paul Scarafile, the President and CEO of Dominion Citrus. On July 29, 2016, DHC acquired 100% of the issued and outstanding common shares of Dominion Citrus, as well as certain debt, security and option purchase assets pursuant to a definitive agreement dated May 24, 2016. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the DHC Bid is an "insider bid" and it is a requirement that a formal valuation be prepared under the supervision of an independent committee of the board of directors of Dominion Citrus.

The Preference Shares were listed on the Toronto Stock Exchange (the "TSX") until February 18, 2016 when they were delisted for failure to satisfy continued listing conditions prescribed by the TSX. The 90 day volume weighted average price of the Preference Shares on the TSX prior to delisting trading halt on January 18, 2016 was $0.44. The offer of $1.00 per Preference Share pursuant to the DHC Bid reflects a premium of 127.3% based on this weighted average trading price.

DHC is making the DHC Bid to provide liquidity to holders of Preference Shares at a value which it believes is highly compelling. Based on current shareholder records, approximately 95.2% of the holders of Preference Shares each own less than 10,000 shares representing an aggregate of approximately 14.5% of the issued and outstanding shares. In addition, approximately 97.8% of the holders of Preference Shares each own less than 25,000 shares representing an aggregate of approximately 23.1% of the issued and outstanding shares. DHC believes that the Tender Amendment is essential to ensure that smaller holders of Preference Shares have the opportunity to tender to the DHC Bid and are not denied an opportunity for liquidity.

Application will be made as soon as practicable to Canadian Securities Administrators for the Tender Exemption. The DHC Bid will not be made unless the Tender Exemption is granted to allow the DHC Bid to proceed subject to a condition that there be validly deposited and not withdrawn such number of Preference Shares as constitutes more than 25% of the outstanding Preference Shares. The DHC Bid will also be subject to certain other customary conditions. In the event the Tender Exemption is granted and DHC takes up the Preference Shares deposited to the DHC Bid, DHC may consider, to the extent available, any subsequent acquisition transaction to acquire any Preference Shares not deposited to the DHC Bid.

Important Notice

This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities of DHC.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relate to the DHC Bid. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements in respect of the DHC Bid to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such statements and factors include, but are not limited to: the take-over bid and any further subsequent acquisition transaction; the ability to obtain the Tender Exemption on the terms as announced or at all; the outcome and merits of the DHC Bid; expected timing of the take-up, expiry and any subsequent acquisition transaction; delivery and availability of circulars and relevant materials in connection with the take-over bid; the effect of the potential take-over bid may have on the operational or financial conditions of Dominion Citrus; availability of financing if required in connection with the offer; developments in the capital markets; material adverse developments in Dominion Citrus' business; and other factors discussed under "Risk Factors" in the Annual Information Form of Dominion Citrus dated March 23, 2016 and other documents filed with Canadian provincial securities regulatory authorities. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. DHC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Contact Information