Dundee Corporation to Proceed With Arrangement

Dundee Corporation to Proceed With Arrangement 
TORONTO, ONTARIO -- (Marketwired) -- 04/15/13 -- Dundee Corporation
(TSX:DC.A)(TSX:DC.PR.A) ("Dundee" or the "Corporation") announces
that it has entered into an arrangement agreement (the "Arrangement
Agreement") with DREAM Limited, Dundee Realty Corporation ("Dundee
Realty") and Sweet Dream Corp., the 30% shareholder of Dundee Realty
owned by Michael Cooper, in connection with the previously announced
(December 14, 2012) corporate restructuring, through a tax efficient
plan of arrangement (the "Arrangement"). 
The Arrangement will result in the establishment of a new public real
estate company, DREAM Limited, to which the Corporation will,
directly or indirectly, transfer its 70% interest in the common
shares and Class C preference shares (collectively, the "DRC Shares")
of Dundee Realty, the Corporation's 70% owned real estate subsidiary.
Following the completion of the Arrangement, Dundee is expected to
own, directly or indirectly, Class A Subordinate Voting Shares of
DREAM Limited representing approximately 28.57% of the total number
of outstanding Class A Subordinate Voting and Class B Common Shares
of DREAM Limited, and thereby retain an approximate indirect 20%
interest in the DRC Shares. Pursuant to the Arrangement, holders of
Dundee's Class A Subordinate Voting Shares and Class B Common Shares
will receive, directly or indirectly, their proportionate interest
based on their Dundee share ownership, in DREAM Limited. Holders of
Dundee's First Preference Shares, Series 1 will receive, for each
share held, (i) a new Dundee preference share with an expected
liquidation amount of $18.67 and an annual dividend of 5%, and (ii) a
preference share of DREAM Limited with an expected liquidation amount
of $6.33 and an increased annual dividend of 5.5%. Holders of the
Corporation's First Preference Shares, Series 2 are not participating
in the Arrangement.  
At the request of the Board of Directors of the Corporation, Scotia
Capital Inc. ("Scotia Capital") has provided a fairness opinion which
states that, in the opinion of Scotia Capital, the Arrangement is
fair, from a financial point of view, to the holders of Dundee's
Class A Subordinate Voting Shares, Class B Common Shares, First
Preference Shares, Series 1 and First Preference Shares, Series 2. 
The Arrangement will be subject to court and shareholder approval, as
well as the listing of DREAM Limited's Class A Subordinate Voting
Shares and First Preference Shares, Series 1 on the Toronto Stock
Dundee intends to apply to obtain an interim order from the Ontario
Superior Court of Justice on April 16, 2013, and thereafter hold an
annual and special meeting of shareholders (the "Meeting") on May 16,
2013 to approve, among other things, the Arrangement. It is currently
expected that the Management Information Circular to be prepared in
connection with the Meeting will be mailed on or about April 18, 2013
to the Corporation's shareholders of record on April 10, 2013, and
those materials will also be available on SEDAR at www.sedar.com. 
A copy of the Arrangement Agreement will be available shortly under
the Corporation's profile on SEDAR at www.sedar.com.  
Dundee Corporation is a Canadian holding company listed on the
Toronto Stock Exchange under the symbol "DC.A". Through its operating
subsidiaries, Dundee Corporation is engaged in diverse business
activities in the areas of its core competencies including investment
advisory, corporate finance and private equity investment in real
estate and infrastructure, energy, resources and agriculture. Dundee
Corporation holds, directly and indirectly, a portfolio of
investments mostly in these core areas, as well as other select
investments in both publicly listed and private companies. 
Forward-Looking Information  
This press release contains certain forward-looking information. All
information, other than information regarding historical fact, that
addresses activities, events or developments that the Corporation
believes, expects or anticipates will or may occur in the future is
forward-looking information. Forward-looking information contained in
this press release includes, but may not be limited to, the
completion of the Arrangement and the terms, timing (including the
timing of the Meeting, the mailing of the materials related thereto
and receipt of required regulatory approvals) and consequences
relating thereto. The forward-looking information contained in this
press release reflects the current expectations, assumptions and/or
beliefs of the Corporation based on information currently available
to the Corporation. With respect to the forward-looking information
contained in this press release, the Corporation has made assumptions
regarding, among other things, the Corporation's receipt of all
necessary approvals to proceed with the completion of the Arrangement
and the satisfaction or waiver, as applicable, of the conditions to
the Arrangement Agreement. The forward-looking information contained
in this press release is subject to a number of risks and
uncertainties that may cause actual results or events to differ
materially from current expectations, including delays in obtaining,
or a failure to obtain, required regulatory, court and/or shareholder
approvals and/or the Corporation's inability to complete the proposed
Arrangement on the terms set out herein or at all. Any
forward-looking information speaks only as of the date on which it is
made and, except as may be required by applicable law, the
Corporation disclaims any obligation to update or modify such
forward-looking information, either because of new information,
future events or for any other reason. 
Dundee Corporation
Ned Goodman
President and Chief Executive Officer
(416) 365-5665 
Dundee Corporation
Lucie Presot
Vice President and Chief Financial Officer
(416) 365-5157
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