Canadian M&A Perspectives Private and Public Mergers & Acquisitions | Private Equity

Monthly Archives: July 2012

Reverse Takeovers – An Alternative Exit Strategy

Reverse takeovers may be a worthwhile alternative for business owners looking for an exit strategy, especially during a cool IPO market

Posted in Public M&A, Shareholders, Strategy

What is a reverse takeover?

When evaluating possible exit options, an alternative to the typical IPO or sale transaction is a reverse takeover transaction (often referred to as an “RTO”). An RTO is a type of sale transaction where the shareholders of a company, often an unlisted entity, sell the company to a publicly listed issuer (“Pubco”) in exchange for shares of Pubco, which results in an effective change of control of Pubco. An RTO allows shareholders of an unlisted company to effect the sale of 100% of the business while maintaining a continuing indirect interest in the business and … Continue Reading

Should proxy advisory firms be regulated in Canada?

Posted in Public M&A, Shareholders, Strategy

On June 21, 2012, the Canadian Securities Administrators (otherwise known as the “CSA”) published Consultation Paper 25-401 – Potential Regulation of Proxy Advisory Firms, the purpose of which is to obtain feedback regarding some of the concerns raised by market participants in order to assist the CSA with determining whether there is a need to regulate proxy advisory firms and to outline and solicit feedback on potential regulatory responses and frameworks that may be used to regulate proxy advisory firms.

Proxy advisory firms are businesses that review and analyze matters that are put before shareholders of public companies for … Continue Reading

Shareholder Rights Plans – A Priority for the OSC

Posted in Public M&A, Shareholders

On June 28, 2012, the Ontario Securities Commission published OSC Notice 11-767 – Notice of Statement of Priorities for Financial Year to End March 31, 2013. Tucked in with the OSC’s goal to deliver strong investor protection, the OSC states that it will reconsider the current regulatory requirements governing shareholders’ rights plans to reflect recent market and governance developments. We know that the OSC has been informally canvassing market participants for views on the appropriate regulation of poison pills and that a plan is in the works. And as noted in our blog post from last November, Naizam Kanji, … Continue Reading

Competition Tribunal Releases its Decision in the CCS Merger Case

Posted in Private Equity, Private Transactions, Public M&A

On June 15, the Competition Tribunal (Tribunal) released its decision in Commissioner of Competition v. CCS Corporation. The Tribunal ordered CCS Corporation (CCS) to divest the shares or assets of Babkirk Land Services Inc. (Babkirk), concluding that the merger was likely to prevent competition substantially in the market for the supply of secure landfill services for solid hazardous waste from oil and gas producers in northeastern British Columbia. It also found that the merger would have prevented a decrease in average prices for hazardous waste disposal (referred to as “tipping fees”) of at least 10%, although not for almost … Continue Reading