Dundee Wealth Completes Offering and Acquires Cartier Partner

On December 30, 2003, Dundee Wealth Management Inc. acquired all the outstanding common shares of Cartier Partners Financial Group Inc. under its public takeover bid dated November 21. The aggregate consideration for the Cartier shares was approximately $121.15 million in cash and Dundee Wealth common shares. Dundee Wealth also acquired from Cartier Capital LP (CCLP), the majority shareholder of Cartier, approximately $88.2 million of debt owed by Cartier and Cartier Mutual Funds Inc. (CMF), as well as the 30 per cent of the CMF shares owned by CCLP for approximately $4 million in cash and Dundee Wealth common shares. Dundee Wealth transferred its interest in Cartier to its subsidiary DWM Inc. on December 31.

The cash portion of the purchase price paid by Dundee Wealth was funded by a public offering of $190 million of subscription receipts, which were automatically exchanged for common shares on the acquisition date.

For the acquisition Dundee Wealth’s legal team was led by Daniella Dimitrov, vice-president and general counsel; and included David Jackson, Alan Brown, Chris Javornik, James Clarke, Karen Murray, Erica Young, Erin Burkett and David Moon (securities) and Ron Richler (tax) of Blake, Cassels & Graydon LLP. CCLP was represented in-house by Patrick Lincoln, counsel and managing director; and by Lorna Telfer and Patrick Boucher (securities), Sonia Struthers and Martin-Pierre Boulianne (regulatory) and Claude Desaulniers (tax) of McCarthy Tétrault LLP. Caisse de dépôt et placement du Québec, an indirect limited partner of CCLP, was represented in-house by Claude Bergeron, vice-president, legal. The special committee of the Cartier board of directors was represented by Jean Marc Huot, Steeve Robitaille and Pierre-Yves Leduc of Stikeman Elliott LLP.

For the offering Dundee Wealth’s legal team was also led by Daniella Dimitrov; and included Alan Brown, Mario Josipovic and Karen Murray (securities) and Ron Richler (tax) of Blake, Cassels & Graydon.

The syndicate of underwriters, co-led by GMP Securities Ltd. and National Bank Financial, was represented by Andrew Fleming, Dawn Whittaker, Wendy Warhaft and Kruti Patel of Ogilvy Renault.