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Tag Archives: shareholder meeting

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

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

Fighting Back: Considerations for Addressing a Dissident Proxy Battle

Posted in Shareholders, Strategy

Contested shareholder meetings are often dramatic events which have the potential to result in, among other things, enhanced scrutiny of a board of directors, increased media coverage and litigation. Emotions tend to run high and decisions often need to be made quickly (particularly for those facing a dissident group who followed the advice given in Matthew Cumming’s blog post, Dissident Ambush of a Shareholders’ Meeting – Tactics to Consider).

If faced with a dissident proxy battle, a careful and deliberate approach can mitigate reputational risk, result in an orderly meeting and assist in avoiding unnecessary costs and litigation. The … Continue Reading