– Toehold acquisitions must be carefully planned if the bidder intends to offer share consideration in the subsequent bid. – Securities acquired prior to the bid will not count > toward the 90% compulsory acquisition threshold; > in determining if the 50% mandatory minimum tender condition has been satisfied; and > as part of the minority for purposes of a majority-of-the-minority vote on a second-step going-private transaction. 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. – 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.
04
Canadian Mergers & Acquisitions
Powered by FlippingBook