Dundee Corporation
TSX : DC.A

Dundee Corporation
Dundee Acquisition Ltd.

Dundee Acquisition Ltd.

March 10, 2015 15:49 ET

Dundee Corporation and Dundee Acquisition Ltd. File Preliminary Prospectus for Initial Public Offering of Units of Dundee Acquisition Ltd.

TORONTO, ONTARIO--(Marketwired - March 10, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

  • Dundee Acquisition Ltd. positioned to be first Canadian publicly listed "Special Purpose Acquisition Corporation"

Dundee Corporation (TSX:DC.A) and Dundee Acquisition Ltd. ("Dundee Acquisition") announce that Dundee Acquisition has filed a preliminary prospectus with the securities regulatory authorities in all provinces and territories of Canada and has obtained a receipt therefor in respect of its initial public offering (the "Offering") of $100,000,000 of Class A Units. The proceeds from the distribution of the Class A Units will be deposited into an escrow account and will only be released upon certain prescribed conditions.

Dundee Acquisition is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or engaging in any other similar business combination with one or more businesses or assets within the specified time period (the "Qualifying Acquisition").

Dundee Corporation is the sponsor of Dundee Acquisition. Dundee Corporation is a Canadian independent holding company listed on the Toronto Stock Exchange under the symbol "DC.A."

Each Class A Unit has an offering price of $10.00 per Class A Unit and consists of one Class A Limited Voting Share and one-half of a warrant ("Warrant"). Following the Qualifying Acquisition, each Class A Limited Voting Share will be automatically converted into one Class B Share and each whole Warrant will entitle the holder thereof to purchase one Class B Share of Dundee Acquisition at an exercise price of $11.50, subject to the terms and conditions described in the preliminary prospectus. Upon certain events, the Class A Limited Voting Shares, forming part of the Class A Units, will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the preliminary prospectus.

Commenting on the preliminary filing, David Goodman, President and CEO of Dundee Corporation and Chair of Dundee Acquisition said: "Our goal, with the creation of Dundee Acquisition, is to introduce a new and alternative investment platform - a Special Purpose Acquisition Corporation or SPAC - to the Canadian financial market. Special purpose acquisition corporations have been used successfully for years in other markets globally as a means to create long-term shareholder value. We expect Dundee Acquisition will be the first Canadian SPAC."

The Class A Units are being distributed by a syndicate of agents being led by TD Securities Inc. and Cantor Fitzgerald Canada Corporation, and includes National Bank Financial Inc. and Dundee Securities Ltd.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com.

Completion of Dundee Acquisition's initial public offering is subject to the receipt of customary approvals, including regulatory approvals.

About Dundee Acquisition Ltd.

Dundee Acquisition Ltd. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or engaging in any other similar business combination with one or more businesses or assets.

About Dundee Corporation

Dundee Corporation is a public Canadian independent holding company listed on the Toronto Stock Exchange under the symbol "DC.A." Through its operating subsidiaries, Dundee Corporation 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 Corporation 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.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Dundee Corporation's and Dundee Acquisition's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dundee Corporation's or Dundee Acquisition's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the preliminary prospectus of Dundee Acquisition dated March 9, 2015. Neither Dundee Corporation nor Dundee Acquisition undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Contact Information

  • David Goodman
    President and Chief Executive Officer, Dundee Corporation
    Director and Chair, Dundee Acquisition Ltd.
    (416) 365-2571