Dundee Wealth Management Inc. has a deal to buy Canadian First Financial Group Inc.

Dundee Wealth will integrate the operations of Canadian First’s subsidiaries Ross Dixon Financial Services Ltd. and Hewmac Investment Services Inc. into Dundee Private Investors Inc.

Dundee Wealth has agreed to make an all cash takeover bid to acquire all of the outstanding shares of CFFG for $11,345,000. Under certain circumstances, a break-up fee of $1.25 million is payable to Dundee Wealth.

In connection with the offer, CFFG has announced that it will be distributing its 20 shares of the Toronto Stock Exchange to its shareholders prior to commencement of the offer, subject to receipt of all necessary approvals.

The board of CFFG has unanimously approved the offer and will recommend that shareholders accept the offer and tender their shares. It has received a fairness opinion from Scotia Capital Inc. approving of the offer. Shareholders holding over 80% of the shares of CFFG have entered into ‘lock-up’ agreements to tender their shares to the Dundee offer.

On completion of the acquisition of Ross Dixon and Hewmac, Dundee Wealth would have approximately 560 advisors with over $9.3 billion of client assets under administration.

In commenting on its decision to approve and recommend the offer, CCFG’s board said, “It has always been our goal to recognize shareholder value and the Dundee offer does this for our shareholders. In looking to the future, Dundee brings size, financial strength, vision and management.”

Don Charter, chairman and CEO of Dundee Securities Corp. and executive vice president of Dundee Wealth Management said, “The purchase of Ross Dixon and Hewmac and their 200 advisors joining Dundee is a strong synergistic addition to our company and a significant part of our 2002 expansion plans. We look forward to the completion of this transaction and having the Ross Dixon and Hewmac financial advisors as part of the Dundee team.”

It is anticipated that the offer will be mailed on or about June 7. The offer will be open for 36 days unless withdrawn or extended. Completion of the offer will be conditional upon 90% of the outstanding shares being tendered and the distribution of the TSE shares to the CFFG shareholders, as well as customary conditions and regulatory approvals.