Subject: TAKEOVERS/ LETTER of INTENT
Dundee Acquisition Ltd. Shareholders Approve Qualifying Acquisition
TORONTO, ONTARIO--(Marketwired - Jan. 27, 2017) -
NOT FOR RELEASE IN THE UNITED STATES
Dundee Acquisition Ltd. (TSX:DAQ.A)(TSX:DAQ.WT) ("DAQ"), announced that its shareholders have approved DAQ's previously announced qualifying acquisition under which DAQ proposes to effect a business combination with CHC Student Housing Corp. ("CHC") and acquire a series of additional student housing properties from various third party vendors (the "Arrangement").
11,830,280 shares of DAQ, or 81.16% of the DAQ shares, voted in person or by proxy at the special meeting of shareholders of DAQ held earlier today (the "Meeting"), were voted in favour of the Arrangement. All other matters put to shareholders of DAQ at the Meeting were also approved, details of which are as follows:
| Resolutions | Number and Percentage of Shares of DAQ Represented in Person or by Proxy and Entitled to Vote at the Meeting that were Voted "FOR" | Number and Percentage of Shares of DAQ Represented in Person or by Proxy and Entitled to Vote at the Meeting that were Voted "AGAINST" | ||
| Arrangement Resolution | 10,591,667 (89.53%) | 1,238,613 (10.47%) | ||
| DSU Plan Resolution | 10,589,667 (89.51%) | 1,240,613 (10.49%) | ||
| Option Plan Resolution | 10,589,667 (89.51%) | 1,240,613 (10.49%) | ||
While the Arrangement has been approved by DAQ shareholders, as a result of DAQ's previously announced inability to currently meet the targeted minimum cash amount of $87.3 million in connection with the Arrangement due to higher than expected redemption deposits of Class A Restricted Voting Shares, upon completion of the voting in respect of resolutions to be considered at the Meeting, DAQ adjourned the Meeting until further notice. At this time, by agreement with CHC, DAQ has not scheduled a final order hearing date with the Ontario Superior Court of Justice. DAQ currently intends to review its strategic alternatives, including working with CHC. No assurance can be given as to the results of DAQ's strategic review.
Details of the voting results will also be filed under DAQ's profile on SEDAR at www.sedar.com.
About Dundee Acquisition Ltd.
Dundee Acquisition Ltd. is a special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination. For more information, visit DAQ at www.dundeeacquisition.com.
Cautionary Statements
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the Arrangement, the receipt of necessary approvals for the transactions and completion of the Arrangement.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect DAQ's expectations only as of the date of this document. DAQ disclaims any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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