Heading into the 2018 proxy season, we have summarized five Canadian M&A cases from 2017 and their potential impact. This article should be read together with our recent post summarizing some of 2017’s most noteworthy developments in governance and disclosure requirements and guidelines.
#1. Residual uncertainty remains on the standard applicable to fairness opinions in plans of arrangement
On February 22, 2017, the Yukon Supreme Court (“YKSC”) approved an amended plan of arrangement for InterOil Corporation (“InterOil”) to be acquired by Exxon Mobil Corporation (“Exxon”) (“InterOil #2”). The YKSC decision leaves residual uncertainty that has persisted since … Continue Reading
The pre-closing review threshold for direct acquisitions of Canadian businesses by non-Canadian, WTO investors that are state-owned for 2018 has increased to C$398 million in asset value of the Canadian business from the 2017 threshold of C$379 million.
The two thresholds that apply to most direct acquisitions of Canadian businesses by non-Canadian,1 non-state owned investors from WTO member states continue to apply: (a) C$1.5 billion in enterprise value2 of the target where the acquirer or the target is a non-SOE “trade agreement investor” (investors controlled in the U.S., EU Member States, Mexico, South Korea, Chile, Peru, Columbia, Honduras, … Continue Reading
In most Canadian M&A transactions, shareholders are entitled (either by statute or court order) to dissent from a transaction and be paid the fair value of their shares. Most dissent and appraisal cases settle, with the result that there are relatively few court decisions of note. Absent settlement, a court must determine the fair value (FMV) of the shares. In the mining context, this task may be complicated by the prospect of valuing exploration lands unsupported by a “NI 43-101” (Standards of Disclosure for Mineral Projects) report or data demonstrating economic mineralization.… Continue Reading