360 VOX Shareholders Approve Plan of Arrangement With Dundee Corporation
26 6월 2014 - 4:09AM
Marketwired Canada
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dundee Corporation
Ned Goodman
President and Chief Executive Officer
(416) 365-5665
Dundee Corporation
Lucie Presot
Vice President and Chief Financial Officer
(416) 365-5157
360 VOX Corporation
Colin Yee
Chief Financial Officer
(514) 987-6452
Dundee (TSX:DC.A)
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