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Tag Archives: BCSC

Five Key M&A Cases from 2017 to consider this proxy season

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

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”).[1] The YKSC decision leaves residual uncertainty that has persisted since … Continue Reading

Dolly Varden Reasons Deliver Highly Anticipated Guidance for Assessing Tactical Private Placements under the New Take-Over Bid Regime

Posted in Public M&A, Shareholders, Strategy

The Ontario Securities Commission (OSC) and the British Columbia Securities Commission (BCSC) have released joint reasons for their decisions in the Dolly Varden dispute. As expected, these reasons provide capital markets participants with guidance (including a framework) for assessing the future use of private placements as a defensive tactic (i.e. so-called “tactical” private placements) under Canada’s new harmonized take-over bid regime (New Bid Regime) that came into effect on May 9, 2016.

For more information about the New Bid Regime, see our previous article, Canada’s New Take-Over Bid Rules Seek to Level the Playing Field. Continue Reading