TORONTO, Dec. 21, 2020 (GLOBE NEWSWIRE) — Michael J. Cooper, the President and Chief Responsible Officer of Dream Unlimited Corp. (TSX: DRM) (“Dream”), announced today that he has acquired 7,000 Class A subordinate voting shares (“Subordinate Voting Shares”) of Dream, representing approximately 0.02% of the issued and outstanding Subordinate Voting Shares, over the Toronto Stock Exchange for aggregate consideration of $143,850 or approximately $20.55 per Subordinate Voting Share.
Prior to today’s acquisition, Mr. Cooper is deemed to directly own 71,900 Subordinate Voting Shares and beneficially own 1,402,542 Subordinate Voting Shares owned by Sweet Limited Partnership (“Sweet LP”), a limited partnership of which the general partner is a corporation wholly-owned by Mr. Cooper, 15,742,205 Subordinate Voting Shares owned by Sweet Dream Corp. (“SDC”) and 1,076,550 Subordinate Voting Shares owned by Sweet Dream Partnership (“SDP”), representing 44.7% of the outstanding Subordinate Voting Shares. Mr. Cooper is deemed to own 1,543,471 Class B common shares of Dream (“Common Shares”) owned by SDC and Sweet LP, which are convertible into an equivalent number of Subordinate Voting Shares, representing 3.4% of the outstanding Subordinate Voting Shares (assuming the conversion of such Common Shares). Mr. Cooper also owns options to acquire 630,895 Subordinate Voting Shares, representing approximately 1.4% of the outstanding Subordinate Voting Shares (assuming the exercise of such options and the issuance of the underlying Subordinate Voting Shares). Mr. Cooper is also entitled to performance share units representing the right to receive 405,378 Subordinate Voting Shares, the vesting of which performance share units is conditional on a continuous period of employment and may be conditional upon the attainment of certain performance goals, in accordance with the terms of the Dream Unlimited Corp. Performance Share Unit Plan.
Following the acquisition, Mr. Cooper is deemed to own directly 78,900 Subordinate Voting Shares and will continue to be deemed to beneficially own the 1,402,542 Subordinate Voting Shares owned by Sweet LP, the 15,742,205 Subordinate Voting Shares owned by SDC, and the 1,076,550 Subordinate Voting Shares owned by SDP. Mr. Cooper is also deemed to own 1,543,471 Common Shares of Dream owned by SDC and Sweet LP. Mr. Cooper will also continue to own options to acquire 630,895 Subordinate Voting Shares. In aggregate, after giving effect to the acquisition of 7,000 Subordinate Voting Shares owned by Mr. Cooper announced today and assuming (i) the exercise by Mr. Cooper of his options, and (ii) the conversion of the Common Shares owned by SDC and Sweet LP, Mr. Cooper will be deemed to beneficially own, control or direct 20,474,563 Subordinate Voting Shares representing 44.7% of the then outstanding Subordinate Voting Shares. Mr. Cooper is also entitled to performance share units representing the right to receive 405,378 Subordinate Voting Shares, which vest after a continuous period of employment and may be conditional upon the attainment of certain performance conditions, in accordance with the terms of the Dream Unlimited Corp. Performance Share Unit Plan.
As of December 21, 2020, the Subordinate Voting Shares and Common Shares of Dream deemed to be beneficially owned by Mr. Cooper represent approximately 86.6% of the votes attached to the outstanding voting securities of Dream.
In acquiring the 7,000 Subordinate Voting Shares, Mr. Cooper relied on the normal course purchase exemption from the take-over bid rules contained in Section 4.1 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
Mr. Cooper intends to evaluate his investment in Subordinate Voting Shares on a continuing basis and either may acquire Subordinate Voting Shares or decrease his holdings of Subordinate Voting Shares in the future. As the majority shareholder and the President and Chief Responsible Officer of Dream, Mr. Cooper has significant influence over the management of Dream. Mr. Cooper has no current intention, but may in the future form an intention, with respect to a merger, reorganization or similar corporate transaction involving Dream, a sale of a material amount of assets of Dream, any change in the board of directors or management of Dream, any material change in Dream’s capitalization or dividend policy, any material change in Dream’s business or corporate structure, any change in Dream’s articles or bylaws, any proposal to delist any securities of Dream or to have Dream cease to be a reporting issuer, any solicitation of proxies from security holders or any similar action with respect to Dream.
This press release is being issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) of the Canadian Securities Administrators. A copy of the report to be filed by SDP in connection with the transactions described herein will be available on Dream’s SEDAR profile at www.sedar.com, and can also be obtained by contacting Mr. Robert Hughes, General Counsel, Dream Unlimited Corp. at 416-365-3535.
Dream’s head office is located at Suite 301, State Street Financial Centre, 30 Adelaide Street East, Toronto, Ontario M5C 3H1.
For further information, please contact:
Robert Hughes
General Counsel of Dream Unlimited Corp.
(416) 365-3535
[email protected]
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