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DUNDEE ACQUISITION
TM
MERGER CONSIDERATIONS
OVERVIEW
Dundee Acquisition Ltd. is
a public Special Purpose
Acquisition Company (“SPAC”)
that raised over C$100 million
at the time of its April 2015
Initial Public Offering (“IPO”)
for the purpose of effecting
a business combination with
a privately-held operating
business.
As the sponsor of Dundee
Acquisition, Dundee
Corporation, an independent
Canadian holding company
with over $6 billion of AUA,
is bringing more than 20 years
of private and public market
investment experience and
significant contacts within the
Canadian and global business
community to assist Dundee
Acquisition.
At Dundee, we have always
taken pride in our rich history
as a builder of successful
companies. We are a “business
family” that has supported
early stage enterprises
from incubation through to
construction and operation.
As a strong supporter of family
managed businesses, we intend
to be a long-term supporter of
Dundee Acquisition’s business
combination partner.
WHAT IS A SPAC?
A SPAC is a publicly traded corporation that has no operating business
and uses the money raised from the sale of equity in its IPO to finance
an acquisition/merger of an private company within a defined time period.
The private company, merged with the SPAC, will become publicly listed
with the SPAC’s established public investor base and the ongoing benefits
of being publicly traded including increased access to capital and a currency
for acquisitions and management incentive programs.
WHAT ARE THE ADVANTAGES OF SELLING TO A SPAC FOR A BUSINESS OWNER?
Dundee Acquisition offers a compelling alternative for the owner of a highly successful
private company when compared to his or her typical options. A Dundee Acquisition
merger has several advantages for a business owner compared to an IPO or a sale to
a Private Equity Firm.
ADVANTAGES VS. IPO
» Owner decides valuation
one-on-one with Dundee
Acquisition board
» Control over entire process
» No middle men in valuation
discussion
» Transaction and valuation
certainty
» High-quality investors
(over 70% Canadian)
» Speed to market
ADVANTAGES VS. SALE TO
PRIVATE EQUITY
» Retain control
» Management team and
board selection
» Retain some upside
» Public currency to acquire
additional assets or companies
» Public currency to incentivize
management team and all
employees
» Likely near-term tax advantages
in retained ownership
» Offering fees and expenses
already paid
» No three months of market risk
» Increased access to capital
» No increase to leverage or
financial risk
» No rumour mill from third parties
» Able to execute complex
transactions
» Long-term well known lead
investor
WWW.DUNDEEACQUISITION.COM
DUNDEE AQUISITION
MERGER CONSIDERATIONS
Deal and value certainty
Retain control of
private process
Transaction experience
Long-term partner
IN WHAT SITUATIONS CAN DUNDEE ACQUISITION BE HELPFUL?
Dundee Acquisition’s management team has a well known history of working
to maximize long-term value in complex going-public transactions. As a family
managed business, the questions/concerns with generational transfers and
transitions in ownership to management teams is a well worn path for our senior
executives. We have a track record of success with our divisional going-public
transactions and an operators’ appreciation of the impact a major ownership
transition has on your day-to-day business (employees and customers).
» Generational ownership transfers
» Carve-outs of major divisions
» Equity transfers to
» Industry roll-up strategies with
management teams
public stock
WHAT TYPE OF COMPANY IS DUNDEE ACQUISITION LOOKING FOR?
Our efforts to identify a single target business will not be limited to a particular
industry or geographic region, although we intend to focus our search for a target
business that operates in North America, and more specifically, Canada. We intend
to focus primarily on acquiring a company with an enterprise value between C$200
and C$800 million and the following characteristics:
» Established company with
» Strong anticipated public
» Strong and experienced
» Strong competitive industry position
proven track record
management team
416.350.3323
[email protected]
www.dundeeacquisition.com
» Strong free-cash-flow generation
» Attractive return on investment
relative to risk profile
» Revenues and earnings growth
» Benefit from being a public
company
» Opportunities for platform growth
The content of this document is for informational purposes only, and is not being delivered to you in the context of an offering of any securities, nor is it
a recommendation or solicitation to buy, hold or sell any security. Information contained on this document is not an offering memorandum, prospectus,
advertisement or public offering of the securities described herein. No securities commission or similar regulatory authority has reviewed this document
or has in any way passed upon the merits of the securities described herein and any representation to the contrary is an offence.
Certain information set forth in this document contains forward-looking statements. Forward-looking statements are statements that are predictive in
nature. Forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Dundee Acquisition’s control. Readers
are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove
to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Dundee Acquisition’s actual results, performance or
achievement could differ materially from those expressed in, or implied by, these forward-looking statements. Dundee Acquisition 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 as required
by law.
Dundee Acquisition ™ is a trademark owned by Dundee Corporation, used under license.
WWW.DUNDEEACQUISITION.COM
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