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

Tag Archives: Plan of arrangement

Corporate Democracy vs. Directors’ Powers: lessons from Marquee/Smoothwater

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

Alberta’s Court of Appeal recently overturned a controversial interlocutory decision involving a proposed acquisition by Alberta Oil Sands Inc. (“AOS”) of Marquee Energy Ltd. (“Marquee”) pursuant to a plan of arrangement under s. 193 of Alberta’s Business Corporations Act (“ABCA”). Even though only Marquee was being arranged, thus necessitating a vote by its shareholders, the underlying decision of the Court of Queen’s Bench required that AOS also seek the approval of its shareholders to implement the transaction. The Court of Appeal set aside the lower Court’s order requiring AOS shareholders to vote on the … Continue Reading

Amending Interim Order and Circular for a Superior Proposal – Plan of Arrangement Leftovers

Posted in Public M&A
The proposed acquisition of Prime Restaurants discussed in this recent post by Robert Hansen continues to whet our blogging appetite. Prime had initially signed a friendly deal to be acquired by Cara Operations via a plan of arrangement and put out a proxy circular dated November 10th with a record date of November 4th and a shareholders meeting date set for December 12th. Prime also obtained an interim court order for the deal on November 14th. But the Cara deal was not to be, and on November 28th, having received a superior all-cash offer from Fairfax Financial Holdings, Prime terminated … Continue Reading

Take-over Bid vs Plan of Arrangement: Top 10 Considerations

Posted in Public M&A, Strategy

Acquisitions of public companies in Canada almost always take the form of either a take-over bid or court-approved plan of arrangement. Choosing between the two is highly dependent on the facts of each case. It’s not uncommon for bidders to start with one structure and then to flip over to the other as the deal evolves. I’ve set out below the top ten considerations for a bidder when it makes this important decision: 

  1. Hostile/Friendly. If the offer is not supported by the target’s board, the bidder will almost always choose to proceed by way of take-over bid. Although there
Continue Reading

Financing Condition – A New Item on the Canadian Public M&A Menu

Posted in Public M&A

Prime Restaurants Inc., owner and operator of a network of casual dining restaurants and pubs (including one of my wife’s faves, East Side Mario’s!), announced this week that it had entered into an agreement to be acquired by Cara Operations Limited by way of a plan of arrangement under the Business Corporations Act (Ontario). One of the more interesting aspects of this deal is the fact that the parties agreed that Cara’s obligations to acquire Prime would be conditional on Cara completing an offering of securities or other financing transaction to finance the acquisition. The acquisition agreement also contains a … Continue Reading