Dominion Holding Corporation

March 22, 2017 13:12 ET

Dominion Holding Corporation Provides Update Regarding the Potential Takeover Bid for Preference Shares of Dominion Citrus Limited

TORONTO, ONTARIO--(Marketwired - March 22, 2017) - Further to its announcement on September 16, 2016, Dominion Holding Corporation ("DHC"), the holder of 100% of the issued and outstanding common shares of Dominion Citrus Limited ("Dominion Citrus"), advises that it has submitted and received feedback regarding a pre-filing application made to the Ontario Securities Commission (the "OSC") with respect to a proposed takeover bid (the "DHC Bid") for all of the 1,021,150 issued and outstanding Series A preference shares of Dominion Citrus (the "Preference Shares") and for 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.

In light of the comments received from the OSC regarding the granting of the Tender Exemption, DHC advises that it is in the process of considering the best approach to seek the Tender Exemption in order to allow the DHC Bid to proceed. Further updates will be provided with respect to the DHC Bid in due course.

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.

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