Sweet Dream Corp.

May 15, 2017 18:10 ET

Sweet Dream Corp. Exercises Right to Be Issued 31,533,682 Subordinate Voting Shares of Dream Unlimited Corp.

TORONTO, ONTARIO--(Marketwired - May 15, 2017) - SWEET DREAM CORP. ("SDC"), a corporation controlled by Michael Cooper, the President and Chief Responsible Officer of Dream Unlimited Corp. ("Dream"), today announced that SDC has exercised its right to be issued 31,533,682 subordinate voting shares of Dream ("Subordinate Voting Shares"), representing approximately 28.9% of the post-issuance outstanding Subordinate Voting Shares, in exchange for all of SDC's non-voting common shares and Class C preferred shares of Dream Asset Management Corporation ("DAM") pursuant to the terms of an existing exchange agreement.

In accordance with the terms of the exchange agreement, SDC will exchange all of its non-voting common shares and class C voting preference shares of DAM for 31,533,682 newly issued Subordinate Voting Shares. Upon completion of the exchange, which is expected to occur on May 19, 2017, Dream will own all of the non-voting common and Class C preferred shares of DAM.

Prior to the exercise of the exchange right under the exchange agreement announced today, Mr. Cooper is deemed to beneficially own 2,805,084 Subordinate Voting Shares owned by Sweet Limited Partnership ("Sweet LP"), a limited partnership of which the general partner is a corporation wholly-owned by Michael Cooper, 729 Subordinate Voting Shares owned by SDC and 31,533,682 Subordinate Voting Shares which SDC is entitled to receive upon exercise of the exchange right under the Exchange Agreement, representing 31.5% of the post-exchange outstanding Subordinate Voting Shares. Mr. Cooper also owns options to acquire 992,500 Subordinate Voting Shares, representing approximately 0.9% of the outstanding Subordinate Voting Shares on a post-exchange basis. Prior to the exercise of the exchange right under the exchange agreement announced today, on an aggregated basis, Mr. Cooper is deemed to beneficially own, control or direct, approximately 32.4% of the post-exchange outstanding Subordinate Voting Shares.

On completion of the exchange, Mr. Cooper will continue to be deemed to beneficially own the 2,805,084 Subordinate Voting Shares owned by Sweet LP and the 31,534,411 Subordinate Voting Shares owned by SDC. Mr. Cooper will also continue to own options to acquire 992,500 Subordinate Voting Shares. In aggregate, after giving effect to the exercise of the exchange right under the exchange agreement announced today and the exercise by Mr. Cooper of his options, Mr. Cooper will continue to be deemed to beneficially own, control or direct 35,331,995 Subordinate Voting Shares representing 32.4% of the then outstanding Subordinate Voting Shares on a post-exchange basis. Michael Cooper is also entitled to performance share units representing the right to receive 210,228 Subordinate Voting Shares, which vest after a continuous period of employment and may be conditional upon the attainment of certain performance conditions, in accordance with the terms of the Dream Unlimited Corp. Performance Share Unit Plan.

As of May 19, 2017, the Subordinate Voting Shares and common shares of Dream deemed to be beneficially owned by Mr. Cooper will represent approximately 82% of the votes attached to the outstanding voting securities of Dream.

Each of Mr. Cooper and SDC intends to evaluate its investments 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 President and Chief Responsible Officer of Dream, Michael Cooper has significant influence over the management of Dream. Michael 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.

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 of the Canadian Securities Administrators. A copy of the report to be filed by SDC 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