Dundee Wealth Management Inc. is buying IPC Financial Network Inc. for about $120 million in cash and shares. The merger will create a financial services firm with more than $23 billion in assets under management and over 1,300 financial advisors in 340 branches across Canada.

Each common share of IPC will be exchanged for (i) 25¢ in cash, (ii) 0.05 of a common share of Dundee Wealth, and (iii) at each shareholder’s election, either 0.125 of a share of Dundee Wealth $10 First Preference Shares, Series A or 0.125 of a share of Dundee Wealth $10 First Preference Shares, Series B. A maximum of 1,980,000 Dundee Wealth First Preference Shares, Series B will be issued in connection with the transaction. The transaction is based on 66 million IPC shares outstanding.

The Board of Directors of IPC has received an opinion from Scotia Capital Inc. that the consideration offered pursuant to the transaction is fair, from a financial point of view, to IPC shareholders. IPC’s board has unanimously approved the transaction and has agreed to recommend that its shareholders vote in favour of the transaction.

Dundee Wealth has about $16.5 billion in assets under management and 550 advisers in 150 branches across Canada. It operates Dundee Securities Corp. and Dynamic Mutual Funds Ltd.

IPC has become one of Canada’s major financial planning companies in recent years, with about 800 advisers and $6.5 billion of assets under administration. It founded Counsel Funds in 2001.

After the merger, Counsel will continue unchanged as a stand alone fund group providing advisors and their clients with a superior portfolio solution. Both Steve Meehan, IPC’s CEO, and Chris Reynolds, IPC’s vice chairman, will be joining the senior management ranks of Dundee’s Wealth Management Division.

“The fit between Dundee and IPC is excellent,” said Meehan in a news release.

The proposed transaction, which is expected to be completed in early March 2003, will be implemented by way of a business combination, where IPC will amalgamate with a wholly owned subsidiary of Dundee Wealth. Immediately prior to the completion of the proposed transaction, IPC intends to implement a restructuring of its share capital, under which all of the outstanding preferred shares of IPC will be converted into 2,966,041 common shares of IPC on a one-for-one basis.