Dundee Realty Reorganized into REIT

On June 30, 2003, Dundee Bancorp Inc. indirectly acquired Dundee Realty Corporation as part of a multi-step transaction that reorganized the revenue producing properties of Dundee Realty into Dundee REIT.

Pursuant to the terms of the acquisition agreement, Dundee Realty sold substantially all its office, industrial and retail revenue producing properties and a 50 per cent interest in its property management business to a limited partnership controlled by Dundee REIT for approximately $850 million. Following this sale, Dundee Realty completed a plan of arrangement through which a subsidiary of Dundee Bancorp Inc. acquired all the issued and outstanding common shares of Dundee Realty. Pursuant to the terms of the arrangement, the holders of Dundee Realty common shares, other than Dundee Bancorp, certain of its affiliates and certain members of Dundee Realty management, received one REIT unit, series A, of Dundee REIT and $3 in cash for each Dundee Realty common share held.

Dundee Bancorp was represented by Blake, Cassels & Graydon LLP, with a team that included Ron Richler (tax) and Alan Brown, Anoop Dogra and Stacy McLean (corporate & securities).

Dundee Realty’s legal team was led by Jane Gavan, executive vice-president, general counsel and secretary. In Canada, Dundee Realty was represented by Osler, Hoskin & Harcourt LLP with a team that included George Valentini, Caroline Thomas, Katty Habib, Jack Cook and Janet Lee (real estate), Doug Marshall, Desmond Lee, Colin Berryman and Colin Grierson (corporate & securities), David Tetreault, Jack Silverson, Ronit Florence and Glen Loutzenhiser (tax), Larry Lowenstein, Laura Fric and David Cohen (litigation) and Peter Franklyn and Steve Sansom (competition); and by Jim Wilson and Neil Bass (tax) of Wilson & Partners LLP. In the U.S., Dundee Realty was represented by Charles Potuznik and Gil Cornblum of Dorsey & Whitney LLP.

The special committee of the board of directors of Dundee Realty was represented by McMillan Binch LLP, with a team that included Mary-Ann Haney, Ted Kelterborn, Robert McDermott, Stephen Rigby and Steve Vaughan.