Under the Arrangement, Dundee acquired all of the issued and outstanding Class A common shares in the capital of 360 VOX (each, a “360 VOX Share”) that Dundee and its affiliates did not already own, being 227,704,303 360 VOX Shares, for consideration consisting of 0.01221 of a Class A subordinate voting share in the capital of Dundee (each whole share, a “Dundee Share”) for each 360 VOX Share acquired. As a result of the Arrangement, 360 VOX is now a wholly-owned subsidiary of Dundee.
360 VOX shareholders approved the Arrangement at a special meeting held on June 25, 2014. The Arrangement was approved by the Ontario Superior Court of Justice pursuant to a final order dated June 27, 2014, and the Arrangement was completed on July 2, 2014.
In connection with the Arrangement, Dundee issued approximately 2.8 million Dundee Shares. Pursuant to the Arrangement, all of the options and warrants to purchase 360 VOX Shares (other than warrants to purchase 360 VOX Shares issued in connection with the private placement of units of 360 VOX on May 26, 2013 not held by Dundee and its affiliates) have been cancelled.
The 360 VOX Shares will be delisted from the TSX Venture Exchange (the “TSXV”) at the close of the trading day on July 3, 2014, and thereafter applications will be made for 360 VOX to cease to be a reporting issuer in the applicable jurisdictions.
360 VOX shareholders who held their 360 VOX Shares through a brokerage firm, bank, trust company, security or investment dealer, trustee or administrator or self-administered RRSPs, RRIFs, RESPs and similar plans or other intermediary, will receive the Dundee Shares to which they are entitled under the Arrangement through such intermediary and should contact such intermediary for further details.
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 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.
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