Crown Hill Capital Corp. is pleased to announce its intention to merge MACCs Sustainable Yield Trust (TSX: MYT.UN) with Crown Hill Dividend Fund (TSX: PBK.UN). Upon completion of the merger, the Continuing Fund will be renamed the Crown Hill Fund.
The merger is intended to combine two funds with substantially similar investment strategies in order to provide unitholders with the opportunity to hold units of a continuing fund that offers a larger market capitalization, increased trading liquidity and lower operating costs on a per unit basis.
Completion of the merger is expected to take place on or about December 29, 2008 and is subject to all required regulatory and third party approvals and customary closing conditions being satisfied. Crown Hill has the authority to delay or terminate the proposed merger if it determines that it would be necessary or desirable to do so, including if holders of 10% or more of the CHDF units elect to exercise the special retraction right described below.
The merger will be effected on a tax-deferred "rollover" basis at an exchange ratio calculated as the net asset value per unit of the Merged Fund divided by the net asset value per unit of the Continuing Fund, determined as at the close of trading on the Toronto Stock Exchange on the business day immediately prior to the Effective Date.
The merger is being effected in accordance with the merger criteria unanimously approved by unitholders of the CHDF in a meeting on August 28, 2008. Those criteria are as follows:
(a) the trusts being merged must have similar investment objectives as set forth in their respective declarations of trust, as determined in good faith by Crown Hill in its sole discretion;
(b) the trust with which CHDF is merged must be an affiliated trust;
(c) Crown Hill must have determined in good faith that there will be no increase in the management expense ratio borne by unitholders of CHDF as a result of the merger;
(d) the merger of the trusts is completed on the basis of an exchange ratio determined with reference to the net asset value per unit of each trust; and
(e) the merger of the trusts must be capable of being accomplished on a tax-deferred "rollover" basis for unitholders of CHDF.
Assuming the merger occurs on or before December 31, 2008, new unitholders of the Continuing Fund as a result of the merger will be entitled to the monthly distribution to be declared by the Crown Hill Fund to unitholders of record on December 31, 2008, which will be paid in mid January 2009.
Unitholders of CHDF who do not wish to participate in the planned merger and become unitholders of the Crown Hill Fund may sell their units prior to the merger or retract their units subject to a special retraction privilege. The valuation date for the retraction is December 23, 2008 and the cut-off date for receipt of retraction requests by Crown Hill is November 25, 2008 although unitholders should consult with their financial advisors as some may have an earlier internal cut-off date. Provided that the merger is completed, units surrendered for retraction will be retracted at a price calculated with reference to the net asset value per unit on December 27, 2008, adjusted for the distribution with a record date of November 28, 2008 (if any), less any expenses associated with the retraction. The retraction privilege will be withdrawn if, for any reason, the merger does not proceed. -- www.cnxmarketlink.com
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