360 VOX Shareholders Approve Plan of Arrangement With Dundee Corporation
26 6월 2014 - 4:08AM
Marketwired
360 VOX Shareholders Approve Plan of Arrangement With Dundee
Corporation
TORONTO, ONTARIO--(Marketwired - Jun 25, 2014) - 360 VOX
Corporation (TSX-VENTURE:VOX) ("360 VOX") and Dundee Corporation
(TSX:DC.A) ("Dundee") are pleased to announce that holders of
outstanding Class A common shares in the capital of 360 VOX (the
"360 VOX Shares" and each holder a "360 VOX Shareholder") have
approved the previously announced arrangement transaction pursuant
to which Dundee will acquire all of the issued and outstanding 360
VOX Shares that it and its affiliates do not already own (the
"Arrangement").
At the special meeting of 360 VOX Shareholders held today (the
"Meeting"), more than 99% of the votes cast by 360 VOX Shareholders
and by disinterested 360 VOX Shareholders present in person or by
proxy were in favour of the special resolution authorizing and
approving the Arrangement. As the Arrangement will constitute a
"business combination" for the purposes of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions, the implementation of the Arrangement requires
approval by at least a majority of the votes cast by disinterested
360 VOX Shareholders, in addition to approval by at least 66 2/3%
of the votes cast by 360 VOX Shareholders.
The hearing in respect of the final order of the Ontario
Superior Court of Justice approving the Arrangement is currently
scheduled to take place on June 27, 2014. Under the Arrangement,
each former 360 VOX Shareholder will receive 0.01221 of a Class A
subordinate voting share in the capital of Dundee for each 360 VOX
Share held. Further details regarding the Arrangement are set out
in 360 VOX's notice of special meeting of 360 VOX Shareholders and
management proxy circular dated May 26, 2014 (the "Circular") sent
to 360 VOX Shareholders in connection with the Meeting, a copy of
which is available at www.sedar.com under 360 VOX's profile. The
terms and conditions of the Arrangement and the transactions
related thereto are set out in the arrangement agreement dated May
12, 2014 between 360 VOX and Dundee (the "Arrangement Agreement"),
a copy of which is available at www.sedar.com under 360 VOX's
profile and is also attached as Appendix C to the Circular.
Assuming all conditions precedent to the completion of the
Arrangement are satisfied or waived, 360 VOX and Dundee expect the
Arrangement to be completed on or about July 2, 2014. The 360 VOX
Shares are expected to be delisted from the TSX Venture Exchange
(the "TSXV") shortly following the completion of the Arrangement.
After such delisting, applications will be made for 360 VOX to
cease to be a reporting issuer in the applicable jurisdictions.
ABOUT DUNDEE
Dundee is a public Canadian independent holding company listed
on the Toronto Stock Exchange under the symbol "DC.A". Through its
operating subsidiaries, Dundee 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 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.
ABOUT 360 VOX
360 VOX is a publicly traded company listed on the TSXV under
the symbol "VOX". 360 VOX is engaged in the business of developing
and managing international hotel, resort, residential and
commercial real estate projects through its wholly-owned
subsidiaries 360 VOX Asset Management Inc., 360 VOX GP, 360 VOX
LLC, 360 VOX Developments Inc. and Wilton Properties Ltd. 360 VOX
is also engaged in the sales and marketing of real estate through
Sotheby's International Realty Canada and Blueprint Global
Marketing.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX-VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
This press release contains "forward-looking statements"
within the meaning of applicable securities laws that are intended
to be covered by the safe harbours created by those laws, including
statements that use forward-looking terminology such as "may",
"will", "expect", "anticipate", "believe", "continue", "potential",
or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking statements may include, without
limitation, statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
While such forward-looking statements are expressed by Dundee and
360 VOX as stated in this release, in good faith and believed to
have a reasonable basis, they are subject to important risks and
uncertainties including, without limitation, approval of applicable
governmental authorities and necessary court approvals, the
satisfaction or waiver of certain other conditions contemplated by
the Arrangement Agreement, and changes in applicable laws or
regulations, which could cause actual results to differ materially
from future results expressed, projected or implied by the
forward-looking statements. As a result of these risks and
uncertainties, the proposed transaction could be modified,
restructured or not be completed, and the results or events
predicted in these forward-looking statements may differ materially
from actual results or events. These forward-looking statements are
not guarantees of future performance, given that they involve risks
and uncertainties. Neither Dundee nor 360 VOX affirm or adopt any
statements made by any other person in respect of the proposed
transaction and each expressly disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except in accordance with applicable securities laws or to comment
on expectations of, or statements made by any other person in
respect of the proposed transaction. Investors should not assume
that any lack of update to a previously issued forward-looking
statement constitutes a reaffirmation of that statement. Reliance
on forward-looking statements is at the investors' own
risk.
Dundee CorporationNed GoodmanPresident and Chief Executive
Officer(416) 365-5665Dundee CorporationLucie PresotVice President
and Chief Financial Officer(416) 365-5157360 VOX CorporationColin
YeeChief Financial Officer(514) 987-6452
Dundee (TSX:DC.A)
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Dundee (TSX:DC.A)
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