DCM Data Communications Management Corp

Dundee Corporation (TSX:DC.A) and Dundee Capital Markets Inc. (TSX:DCM) jointly
announced today that they have entered into an arrangement agreement under which
DC will acquire all of the outstanding common shares of DCM not currently held
by DC at a price of $1.125 per share by way of a court approved plan of
arrangement under the Business Corporations Act (Ontario). The price to be
received by DCM common shareholders represents a premium of 40.6% over the
closing price of DCM common shares on December 20, 2011. 


The Board of Directors of DCM formed a Special Committee of its independent
directors which supervised the preparation of and obtained a formal valuation
from Ernst & Young LLP ("E&Y"). E&Y concluded that the fair market value of DCM
common shares was in the range of $1.10 and $1.20 per share. E&Y also provided
DCM's board with an opinion to the effect that the proposed transaction is fair
from a financial point of view to minority shareholders of DCM. The Special
Committee and the Board of Directors of DCM are recommending that minority
shareholders vote in favour of the arrangement. 


In connection with the arrangement, DC entered into a voting agreement with The
Bank of Nova Scotia, the largest minority shareholder of DCM. Scotiabank has
agreed to vote its shares (representing approximately 18% of the outstanding
common shares) in favour of the arrangement. 


The arrangement is subject to the approval of (i) at least two-thirds of the
votes cast by DCM shareholders and (ii) a simple majority of the votes cast by
minority shareholders, at a special meeting of DCM shareholders which is
expected to be held on January 31, 2012. Completion of the arrangement is also
subject to the receipt of all other necessary regulatory and third party
approvals, other customary conditions and the approval of the Ontario Superior
Court of Justice. 


About Dundee Capital Markets Inc. 

DCM is a publicly traded full-service Canadian investment dealer with offices in
Toronto, Montreal, Vancouver, Calgary and London, England and whose principal
businesses include investment banking, mergers and acquisitions, institutional
sales and trading, investment, research, private client financial advisory and
management of investment products. DCM focuses on specific sectors, namely,
resources, real estate, infrastructure, agriculture and other special
situations. DCM is the asset manager of the CMP(TM) and Canada Dominion
Resources flow-through limited partnerships as well as CMP Gold Trust. 


About Dundee Corporation 

DC is an independent publicly traded Canadian asset management company. DC's
asset management activities are focused in the areas of DC's core competencies
and include real estate and infrastructure as well as energy and resources.
Asset management activities are carried out by Ned Goodman Investment Counsel
Limited, a registered portfolio manager and exempt market dealer across Canada
and an investment fund manager in the province of Ontario, and by DREAM, the
asset management division of Dundee Realty Corporation. Asset management
activities are supported by DC's 49% interest in DCM which is also the asset
manager of DC's flow-through limited partnership business carried out through
the "CMP", "CDR" and "Canada Dominion Resources" brands. DC also owns and
manages direct investments in these core focus areas, through ownership of both
publicly listed and private companies. Real estate operations are carried out
through DC's 70% ownership in Dundee Realty Corporation, an owner, developer and
manager of residential and recreational properties in North America. Energy and
resource operations include DC's 57% investment in Dundee Energy Limited
(formerly Eurogas Corporation), an oil and natural gas company with a mandate to
create long-term value through the development of high impact energy projects.
DC also holds several investments in the resource sector for which it uses
equity accounting. 


Forward-looking statements: 

This document includes certain statements that constitute "forward-looking
statements", and "forward-looking information" within the meaning of applicable
securities laws (collectively, "forward-looking statements"). These statements
include statements regarding DC's or DCM's intent, or the beliefs or current
expectations of DC's or DCM's officers and directors. Such statements are
typically identified by words such as "believe", "anticipate", "estimate",
"project", "intend", "expect", "may", "will", "plan", "should", "would",
"contemplate", "possible", "attempts", "seeks" and similar expressions.
Forward-looking statements may relate to DC's or DCM's future outlook and
anticipated events or results. 


By their very nature, forward-looking statements involve numerous assumptions,
inherent risks and uncertainties, both general and specific, and the risk that
predictions and other forward-looking statements will not prove to be accurate.
Do not unduly rely on forward-looking statements, as a number of important
factors, many of which are beyond DC's or DCM's control, could cause actual
results to differ materially from the estimates and intentions expressed in such
forward-looking statements. These factors include, but are not limited to: (a)
the inability of DCM to obtain (i) approval of the arrangement by the court and
the other regulatory approvals, and (ii) approval of the arrangement by the
shareholders at a special meeting of DCM shareholders; and (b) the occurrence of
any other event, change or other circumstance that could give rise to the
termination of the arrangement agreement, or the delay of consummation of the
arrangement or failure to complete the arrangement for any other reason. 


Forward-looking statements speak only as of the date those statements are made.
Except as required by applicable law, neither DC nor DCM assume any obligation
to update, or to publicly announce the results of any change to, any
forward-looking statement contained herein to reflect actual results, future
events or developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.

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