TORONTO, ONTARIO--(Marketwired - Jan. 20, 2017) -
NOT FOR RELEASE IN THE UNITED STATES
Dundee Acquisition Ltd. (TSX:DAQ.A)(TSX:DAQ.WT) ("DAQ") announces that, subject to the consent of the Toronto Stock Exchange, the founders of DAQ, being Dundee Corporation and the independent directors of DAQ (the "DAQ Founders"), have agreed to reduce the value of their founders' shares by 75% of what they currently own, by giving up 2,186,390 Class B shares of DAQ (the "Class B Shares"), including all of their originally forfeitable Class B Shares. The DAQ Founders will retain only 728,797 Class B Shares, equivalent to 25% of what they currently own, of which the three independent directors of DAQ will each hold a total of 8,000 Class B Shares and Dundee Corporation will hold the remaining 704,797 Class B Shares. Dundee Corporation has further agreed that its remaining 704,797 founders' shares, following completion of the Arrangement, will be earn-in shares subject to the value of the common shares of Canadian Student Living Group Inc. (the "CSL Shares") (based on the closing prices of such CSL Shares) equaling or exceeding (i) $11.50 per CSL Share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations) for 50% of such founders' shares held for any 20 trading days within a 30-day trading period, which conditions must be met by the 5th anniversary of the closing of the Arrangement (as described in the Circular), failing which such shares will be forfeited, and (ii) $13.50 per CSL Share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations) for the remaining 50% of the founders' shares held for any 20 trading days within a 30-trading day period at any time after the 5th anniversary of the closing of the Arrangement. The above changes are conditional on (and at the time of) closing of the proposed acquisitions described in DAQ's management information circular dated November 25, 2016, as amended pursuant to amendment no. 1 to the circular dated December 28, 2016 (together, the "Circular").
DAQ has also filed an amendment no. 2 to the Circular dated January 20, 2017 describing the forfeiture of the Class B Shares. Copies of the Circular and all amendments will be available on www.sedar.com under DAQ's profile, on DAQ's website at www.dundeeacquisition.com, and at the Meeting.
About Dundee Acquisition Ltd.
Dundee Acquisition Ltd. is a special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination. For more information, visit DAQ at www.dundeeacquisition.com.
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the Arrangement, the acquisition of additional student housing properties, the receipt of necessary approvals for the transactions, completion of the Arrangement, certain anticipated strategic, operational and competitive advantages and benefits created by Arrangement and future opportunities for CSL.
These forward-looking statements reflect material factors and expectations and assumptions of DAQ including, without limitation, expectations and assumptions relating to DAQ being able to receive all required regulatory and court approvals for the Arrangement, current estimates and assumptions regarding the Arrangement and concurrent transactions and their benefits, which are based on DAQ's perception of historical trends, current conditions and expectations, as well as other factors management believes are appropriate in the circumstances. DAQ's estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change.
Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: the conditions to the consummation of the Arrangement and concurrent property acquisitions may not be satisfied or waived; risks relating to the failure to obtain necessary court approvals for the Arrangement; the anticipated strategic, operational and competitive benefits may not be realized; the Arrangement and concurrent property acquisitions may be modified, restructured or terminated; events or series of events may cause business interruptions; CSL's ability to raise additional capital; the availability of equity and debt financing and/or refinancing on acceptable terms; successful integration of CSL with the concurrent property acquisitions and the realization of any anticipated synergies; and the availability of future cash flows available for the payment of dividends.
Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to DAQ or that it presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports filed by DAQ with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect DAQ's expectations only as of the date of this document. DAQ disclaims any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.