Dundee Wealth Management Inc. announced today that it has not been possible to achieve an equitable settlement with the Caisse de dépôt et placement du Québec so that the Caisse could continue as a 16% shareholder upon the proposed amalgamation of Dundee Wealth and its 84% owned subsidiary, DWM Inc.
The Caisse owns 16% of DWM, which is a private company that holds all of the assets of Dundee Wealth.
In accordance with a shareholders agreement, the Caisse exercised its put right on Dec. 8, 2006 to have its minority interest purchased at an “en bloc” fair market value. Accordingly, Dundee Wealth and the Caisse are proceeding with the process of independent valuations of the Caisse’s interest. Dundee Wealth has appointed GMP Securities as its independent valuator and the Caisse has appointed Genuity Capital.
The valuation process allows 30 days for each valuator to produce a valuation of DWM as of Dec. 8, 2006. If these values are within 10% of each other, the simple average of their midpoint values is the price that Dundee Wealth will pay for the Caisse’s interest in DWM.
If the values are not within 10%, a third independent valuator will be chosen by the previous two, and a further 30 days is allowed for the third valuation. When that is completed the price will be the average of the midpoint values determined by each of the three independent valuators.
The purchase price will be payable in three equal installments: one upon closing of the purchase, the second 60 days following closing, and the third 120 days following closing.
Upon completion of the purchase process, Dundee Wealth will own 100% of DWM.
The shareholders agreement also allows each party to select an independent arbitrator should there be any disagreement. Dundee Wealth has appointed Alan Lenczner of Lenczner, Slaght, Royce, Smith, Griffin for this purpose if required.
As previously announced, Dundee Wealth has arranged for a committed line of credit in the amount of up to $350 million with a Canadian chartered bank in order to provide funding for the purchase of the Caisse’s interest. Dundee Wealth believes that with the bank commitment it has more than sufficient funds to meet the purchase obligation.