Plan of Arrangement
Takeover Bid
Amalgamation
– Non-waivable mandatory condition that more than 50% of shares not owned by bidder be tendered to the bid – 90% tender required in order to force out remainder – If less than 90% acquired, must do second-step squeeze-out, requiring 2/3 vote and majority-of- the-minority vote (shares acquired under the bid can be counted as part of minority in certain circumstances) – Financing condition prohibited – Non-waivable minimum tender condition (more than 50%) required – Yes, on exercise of compulsory acquisition right or second-step transaction – Restricted (offer terms must be as favourable as pre-offer transactions)
– 2/3 of votes cast by those voting at meeting (and majority-of-the-minority if related party is acquiring the target or receives a collateral benefit)
– typically, 2/3 of votes cast by those voting at meeting (and majority-of-the-
minority if related party is acquiring the target or receives a collateral benefit)
Shareholder approval/ acceptance requirement
– Unrestricted
– Unrestricted
Conditions
– Yes
– Yes
Dissent rights
– Not restricted, subject to insider trading restrictions
– Not restricted, subject to insider trading restrictions
Pre-transaction purchases of target stock
– Depends on connecting factors to Québec (e.g., size of shareholder base,
– Yes
– Depends on connecting factors to Québec (e.g., size of shareholder base,
French translation
location of head office or majority of target’s business)
location of head office or majority of target’s business)
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Canadian Mergers & Acquisitions
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