Investor Presentation

Investor Presentation
APRIL 2015
Disclaimer
The information in this presentation does not provide full disclosure of all material facts relating to Dundee Acquisition Ltd. (the “Company”), its securities, or the proposed initial offering of its
securities, and is not subject to liability for misrepresentation under applicable securities legislation. This presentation does not constitute investment advice or an offer or solicitation for the
purchase or sale of securities. An offer or solicitation for the purchase or sale of securities is done only by the prospectus. An investment in the securities described in this presentation is subject to a
number of risks that should be considered by a prospective purchaser.
A copy of the final prospectus dated April 14, 2015, containing important information relating to the securities described in this document has been filed with the securities regulatory authority in
each of the provinces and territories of Canada. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus and
any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legislation and
may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities legislation or pursuant to an
exemption therefrom. The final prospectus and this document each do not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States.
FORWARD-LOOKING STATEMENTS
This presentation contains “forward-looking statements” within the meaning of securities laws. Forward-looking statements may relate to the Company’s, Dundee Corporation’s (the “Sponsor”) or
their respective affiliates’ future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, growth strategy, budgets, operations,
financial results, taxes, dividends, plans and objectives of the Company, the Sponsor or their respective affiliates, as the case may be. Particularly, statements regarding future results, performance,
achievements, prospects or opportunities of the Company, the Sponsor or their respective affiliates are forward-looking statements. In some cases, forward-looking statements can be identified by
the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be
achieved”.
Forward-looking statements are based on the opinions and estimates of management of the Company, the Sponsor or their respective affiliates, as the case may be, as of the date such statements
are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements of the
Company, the Sponsor or their respective affiliates, as the case may be, to be materially different from those expressed or implied by such forward-looking statements. Although management of the
Company, the Sponsor or their respective affiliates, as the case may be, believe the assumptions and analysis underlying such statements are reasonable as of the date hereof, you are cautioned not
to place undue reliance on these statements.
Although management of the Company, the Sponsor and their respective affiliates have attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking
statements. The Company, the Sponsor and their respective affiliates do not undertake to update any forward-looking statements that are contained herein, except as required by applicable
securities laws.
CERTAIN OTHER MATTERS
Any graphs, tables, facts or other data demonstrating the historical performance of the Sponsor or its affiliates contained in the presentation are intended only to illustrate past performance and are
not necessarily indicative of the future performance of the Company, the Sponsor or their respective affiliates.
All financial disclosure in this presentation is in Canadian dollars, unless otherwise noted.
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Overview
Dundee Acquisition Ltd. (“Dundee Acquisition” or the “Corporation”) is the first Canadianlisted Special Purpose Acquisition Company (“SPAC”)
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Dundee Acquisition’s $100 million IPO proceeds will be used to execute a shareholder approved
acquisition/merger with a private company within 21 months (24 months with LOI)(1) OR returned to
public shareholders (plus any interest, net of taxes and certain expenses)
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While new in Canada, the US SPAC market is well-developed and the structural terms have limited
variability
US SPAC Issuance:
Number of IPOs
Proceeds (US$bln)
2011
15
US$1.1
2012
9
0.9
2013
10
1.5
2014
11
1.7
Source: Dealogic & Bloomberg
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Dundee Corporation (the “Sponsor’) believes it has the experience, capability, people, resources, trackrecord and relationships needed to execute an attractive acquisition in a timely manner
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Investor risk is minimized by the ability to receive initial investment plus interest (net of taxes and certain
expenses) at option of the investor
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| DUNDEE ACQUISITION
(1)
Permitted timeline could be extended to up to 36 months with shareholder approval of only the holders of Class A Limited Voting Shares, by
ordinary resolution, and with the consent of the TSX, if required.
What is a SPAC?
A publicly listed
SPAC is an
acquisition vehicle
whereby a sponsor
team raises a
substantial amount
of cash to acquire an
operating company
in the future
If unable to source
an attractive
acquisition, or if the
public investors do
not agree with the
sponsor on a
potential target, the
cash raised(1) is
available to be
returned to public
investors
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A SPAC is a financing tool that allows a public investor to co-invest with a high-quality
sponsor in a private equity-like structure
Listed “SPAC”
Acquisition within
21-24 months
Equity
Cheque
Target
Operating
Company
Ideal Sponsors
Successful team of ‘deal makers’
Long track record of value creation
Proprietary deal sourcing network
Differentiated and unique access to deep target
set
• Experience in M&A
• Ability to bring value and management expertise
post acquisition
• Infrastructure to evaluate, underwrite and
structure acquisition
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| DUNDEE ACQUISITION
Listed “Successor”
Company
Target Company
(1)
Plus interest, but net of taxes and certain expenses.
Acquisition of
Operating Company
Publicly
Listed
Operating
Company
Ideal Targets
• Companies that seek:
−‘Fast track’ IPO with limited market/timing risk
−Flexibility to handle complicated structures
−Access to sponsor team
• Seek an exit route and access to capital even in
difficult debt and equity markets
• May have succession issues
• Want flexibility on consideration – receive cash
and retain equity interest/upside potential
Timeline & Investor Protection
IPO Closes
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(Investors can sell shares and warrants daily in the open market)
Timeframe: Up to 21 Months (24 with LOI )(1)
Time = 0 mos
Target Search
Time < 21
mos(1)
Time < 24 mos(1)
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Dundee Acquisition seeks attractive business combination targets
in North America, and in particular, Canada
Target Size: C$200mm – C$800mm enterprise value
Targeting established operating business
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Dundee Acquisition negotiates and signs definitive agreement
with identified target
Shareholder
Approval Process
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Shareholder meeting called and information circular distributed
Investor presentation and relevant filings, including a prospectus
with Canadian Securities Commissions
Shareholders vote on proposed acquisition/merger
Or expiry of
Permitted Timeline
Scenario A:
Redeem Shares
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Vote
Result
YES
Investor can choose
Scenario B:
Redeem Shares
• Receive over $10.00 cash per
share
• Give up shares, keep warrants
• Receive over $10.00 cash per
share
No Qualifying Acquisition
| DUNDEE ACQUISITION
C$100mm deposited in escrow account (100% of public offering
amount) and accretes, based on current yields, at ~0.55% per
annum (less taxes and other expenses)
Target Identified
NO(2)
| APRIL 2015
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Scenario C:
Keep the Shares
• Keep shares, keep warrants
• Cash available to fund
Qualifying Acquisition
Qualifying Acquisition Closes
(1)
(2)
Permitted timeline could be extended to up to 36 months with shareholder approval of only the holders of Class A Limited Voting Shares,
by ordinary resolution, and with the consent of the TSX, if required.
If shareholder approval not obtained, Corporation could propose alternative QA('s) within Permitted Timeline.
SPAC Investor Scenarios
IPO
Liquidity Available in
Public Market
Possible Long-Term Outcomes
21-24 mos
Scenario A:
No Qualifying
Acquisition
Invest
$10.00
$10.09*
0.55% compounded return equal to
risk profile of Canadian Government
securities
Scenario B:
Qualifying
Acquisition but
Redeem Shares
Invest
$10.00
$10.09* +
½ Warrant
0.55% compounded return equal to
risk profile of Canadian Government
securities PLUS ½ warrant upside in
Dundee Acquisition
Scenario C:
Qualifying
Acquisition and
Keep the Shares
Invest
$10.00
1 Share +
½ Warrant
Investor makes a choice at time of
Qualifying Acquisition to stay in
stock (1 share), PLUS ½ warrant
upside in Dundee Acquisition
* Note: Assumes current 6 month treasury yield of 0.55% over 21 months. Before
taxes and certain expenses.
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Equilibrium of a SPAC
Innovative private equity-like financing strategy
Benefits to Investors
The SPAC structure has
evolved over a decade
to serve as an effective
acquisition tool, while
protecting investors’
interest
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Private equity-like investment with downside protection
Liquidity through publicly traded securities
Downside protections from accreting escrow account
Automatic liquidation with accreted capital returned to
investor if no acquisition within specific timeframe
Upside with warrants
Alignment of interest through sponsor capital at risk and
forfeiture and transfer restrictions on founders' shares
Access to incentivized high quality sponsors
No management fees or salaries prior to acquisition
Benefits to Sellers
Fast tracked IPO
Greater control of going public process
Private equity input without private equity influence
Ability to structure complex transactions to meet seller’s
specific needs
• Potential for seller to retain majority of upside in stock
• Sponsor stamp of approval and other benefits/synergies
• Less disruptive to seller/company and employees than
traditional IPO
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Why Canada?
Macro Environment:
- Management is a long-term believer in the economy
- Management believes Canada has world class capital markets
Competitive Dynamics:
- Management believes there are less mid-cap private equity competitors in Canada
relative to the US market
- No other SPACs in Canada
- Unique size relative to large-cap and small-cap peers
Proprietary Deal Flow:
- Predominant location of Dundee’s business relationships, market expertise and
unique deal flow
Market Knowledge/Understanding:
- Dundee was formed many years ago, has a strong understanding of Canada’s unique
public and private market dynamics and has built long-standing relationships with
some of the country’s largest and most influential investors
- Canadian investors are the long-term natural owners of Canadian companies
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Why Dundee?
Network of Relationships & Proprietary Deal Flow:
- Many years of relationship building by employees, executives and board members with
corporations, operators, large-cap private or public investors and high-net worth
individuals or family offices
- Dundee Corporation and its group of companies has investments in many public and
private companies
- Proven ability to source unique acquisition opportunities
Proven Execution Capabilities:
- Proven track record of closing private investments/acquisitions, including complex
reverse take-over transactions for major divisions/investment companies
Readily Available Resources:
- Unique relative to many US peers given resources available to source, negotiate and
execute transactions
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Human capital resources of the entire firm (investment and operations expertise)
Back-office/legal/finance support to free up investment management time
Investment capital capabilities to support possible transaction at the time of QA or in the long-term
Industry expertise in-house or via network contacts to ensure expertise available for QA (and post)
Priority & Focus:
- SPAC is Dundee Corporation’s mid-cap private equity strategy
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Overview of Dundee
Dundee Corporation has over 400 employees worldwide, assets of C$2.98 billion, equity capital of
over $1.75 billion and manages over C$6 billion in AUA/AUM*
The Dundee family of
companies include:
DUNDEE GLOBAL INVESTMENT
MANAGEMENT
History of value investing and innovation
DUNDEE CAPITAL MARKETS
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DUNDEE GOODMAN PRIVATE
WEALTH
Our founder, Ned Goodman, has been a fundamental value investor for
over 30 years
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Investment industry leader in multiple sectors, including real estate,
infrastructure, natural resources and asset management
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Market leadership of investment companies built organically and through
acquisitions
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Long-term strategy of building businesses in-house with the right
management team, then seeking third-party capital and subsequently
selling businesses to maximize return to investors
GOODMAN & COMPANY
INVESTMENT COUNSEL
DUNDEE 360
DUNDEE ACQUISITION
DUNDEE ENERGY
DUNDEE SUSTAINABLE
TECHNOLOGIES
BLUE GOOSE CAPITAL CORP
UNITED HYDROCARBON
INTERNATIONAL CORP
Offices in Canada, Europe,
Middle East, Caribbean & Asia
* Note: As of September 30, 2014
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| DUNDEE ACQUISITION
Dundee Team
David Goodman
Chairman of the Board
Mark Goodman
Chief Executive Officer
Lucie Presot
Chief Financial Officer
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President and Chief Executive Officer of
Dundee Corporation
Managing Dundee Corp. transformation
into an integrated wealth management
platform and leading investment manager
Former head of Global Asset Management
of Scotiabank
Former CEO of Dynamic Funds and
DundeeWealth
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Executive Vice President and Chief
Operating Officer of Dundee Corporation
Currently on the board of numerous
public and private companies
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Over 25 years of experience in the
financial services sector
Vice President and Chief Financial Officer
of Dundee Corporation
Jonathan Turnbull
Managing Director
Michael Costa
Managing Director
Robert Leckie
Managing Director
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Vice President of Dundee Global
Investment Management Inc.
Previous experience includes over 20
years in New York and London at Salomon
Brothers, Citigroup and Lazard Freres
Former global head of infrastructure
banking at Citigroup as well as managing
various divisions in investment banking,
equity and fixed-income departments
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Vice President and Portfolio Manager of
Goodman & Company, Investment
Counsel Inc.
Previously, head of UBS Fundamental
Investment Group’s Canadian operations
Previously, founding member and CoHead of Goldman Sachs Special Situations
Group in Canada
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Vice President of Goodman & Company,
Investment Counsel Inc.
Current board member of AgriMarine
Holdings and True North Nickel Inc.
Previously, founder and head of CoreCap
Inc. which made holding company/private
equity investments in Canadian
companies
& Dundee family of company executives and board members
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Investment Criteria
We intend to employ a proactive acquisition targeting strategy which identifies potential
acquisition candidates that match up with management’s value investment objectives
Middle Market Companies
Established Companies with Proven Track Records
Strong and Experienced Management Teams
Strong Free Cash Flow Generation
Attractive Return on Investment Relative to Risk Profile
Opportunities for Platform Growth
Strong Public Market Support
Hidden Intrinsic Value
Recent Underperformance Relative to Capabilities
Strong Competitive Industry Position
Benefit From Being a Public Company
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Dundee Acquisition has
unique capabilities and
attributes to present an
attractive liquidity
mechanism for potential
sellers of companies at
attractive valuations
Internal Investment Process
Significant Source of Deal Flow
Investment Team
Generated Ideas
Dundee
Acquisition
Generated Ideas
Dundee Family of
Companies
Generated Ideas
Broad Search for Possible Transactions
Screening Efforts (Investment Criteria)
to Target Most Attractive Opportunity
Targeted
Investment Team
Investment Committee
Board
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Outside Advisor
and Relationship
Generated Ideas