Liquidity of Market Dundee is relying on the "liquid market exemption" specified in Ontario Securities Commission Rule 61-501 ("OSC Rule 61-501") and Quebec securities regulators Local Policy Statement Q-27 ("QSC Policy Q-27") and will be relying upon discretionary exemptive relief orders in certain other provinces from the requirement to obtain a formal valuation applicable to the Offer.
Prior Valuation To the knowledge of MID and its directors and senior officers, there are no prior valuations (as such term is defined in the Rule and Policy Q-27) relating to or otherwise relevant to the Amendments that are required to be disclosed by the Rule and Policy Q-27.
Each type of Subsequent Acquisition Transaction described above would be a "business combination" under Rule 61-501 and a "going private transaction" under Policy Q-27.
In certain circumstances, the provisions of Policy Q-27 may also deem certain types of Subsequent Acquisition Transactions to be "related party transactions." However, if the Subsequent Acquisition Transaction is a "going private transaction" carried out in accordance with Policy Q-27 or an exemption therefrom, the "related party transaction" provisions of Policy Q-27 do not apply to such transaction.
On November 9, 2004, the Independent Committee confirmed, following discussions with BMO Nesbitt Burns, that the appropriate valuation approach for purposes of a substantial issuer bid was the fair market value or "en bloc" approach without minority discount, as is required by Rule 61-501 and Policy Q-27.