PURCHASES AND SALES DURING A BID – The bidder cannot offer to acquire or enter into an agreement to acquire the securities subject to the bid from the date of announcement of the intention to make a bid until expiry of the bid, except pursuant to the bid. – The bidder can purchase up to 5% of the outstanding securities on a recognized stock exchange if it states its intention to do so either in the takeover bid circular or in a subsequently filed press release. Purchases must be reported daily by press releases disclosing price and number. 1 – Securities purchased during a bid will not count toward the 90% compulsory acquisition threshold or toward the 50% mandatory minimum tender condition, or as part of the minority for purposes of a majority-of-the-minority vote on a second-step going-private transaction. POST-BID INTEGRATION – The bidder cannot acquire securities outside of the bid within 20 business days of the expiry of the bid except by way of a transaction that is generally available to securityholders on identical terms or normal course purchases on a stock exchange. SELLING RESTRICTIONS – The bidder cannot sell or enter into an agreement to sell target securities from the date of announcement of the intention to make a bid until expiry of the bid. – The bidder can agree to sell securities taken up under the bid at a future date, but only if it discloses its intention in the circular. MINIMUM TENDER CONDITION – All bids (including partial bids) are subject to a statutory non-waivable minimum tender condition that more than 50% of securities owned by persons other than the bidder and its joint actors be tendered to the bid before the bidder can acquire any securities tendered. – Bids typically include a higher minimum tender condition to ensure that the bidder can obtain the remaining shares not deposited through a second-step going-private transaction. The condition would typically require a tender of at least (i) two-thirds of outstanding shares and (ii) a majority-of-the-minority.
1 On May 14, 2026, the Canadian Securities Administrator (CSA) published for comment proposed changes to the Canadian issuer bid, take-over bid, and beneficial ownership reporting regimes (CSA Proposals). Proposed changes would eliminate the 5% market purchase exemption. The public comment window on the CSA Proposals concluded in August 2026 and as of the date of this publication the amendments contemplated by the CSA Proposals are not in effect.
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Canadian Mergers & Acquisitions
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