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Mergers and Acquisitions in Canada


Determining the best method of acquiring a Canadian public company will always depend on the particular circumstances, having regard to securities-related considerations and other factors. The choice will usually be between a take-over bid and a plan of arrangement, and there are advantages and disadvantages to each. In the case of an unsolicited or hostile transaction, a take-over bid will generally be the only option.

There are a number of features of Canadian securities law that are unique internationally, and this is particularly the case in the area of mergers and acquisitions. Of special note is the approach of the Canadian securities regulators with respect to take-over defensive tactics, which has not been entirely consistent among the provincial jurisdictions.

The Securities Group at Dentons Canada LLP includes professionals with substantial experience both as practitioners and regulators. We understand not only the black letter laws, but also the approach regulators take in applying those laws. This requires continuous monitoring of the regulatory changes that are taking place among the various provinces and territories of Canada. Armed with this knowledge, in combination with our considerable experience in acting for buyers and targets in both friendly and hostile situations, we are well positioned to provide clients with innovative strategies to accomplish their objectives, regardless of the complexity of the issues confronting them in an acquisition transaction. 

Additional posts from the blog

May

21

New Bill Heightens Potential for More Investment Canada Reviews of SOE Acquisitions

by Sandra Walker

Last week the Canadian Government introduced amendments to the Investment Canada Act (ICA) to implement its revised policy towards state-owned enterprises (SOEs) which it announced in December last year. At that time, while it approved the acquisition by Chinese SOE, CNOOC, of Canadian oil and gas company, Nexen, the Government announced its intention to prohibit acquisitions of control of Canadian oil sands businesses by SOEs except on an exceptional basis. It also stated that joint ventures and minority investments were welcome. In addition, the government indicated it would closely monitor SOE acquisitions in other sectors of the economy and would distinguish between SOE and non-SOE investments when setting the ICA review threshold. (See Focus on Foreign Investment Review, December 2012)

May

13

The Autorité des marchés financiers Proposes An Alternative Approach to Securities Regulators Intervention in Defensive Tactics

by Guy Paul Allard

On March 14, 2013, the Autorité des marchés financiers (“AMF”) published for comments a consultation paper (the “AMF Proposal”) pertaining to defensive tactics in response to take-over bids. This consultation is taking place concurrently with the one launched the same day by the Canadian Securities Administrator (“CSA”) with the release of proposed National Instrument 62-105 Security Holder Rights Plans and proposed Companion Policy 62-105CP Security Holder Rights Plans (collectively, “62-105”). Unlike the CSA’s 62-105, the AMF Proposal addresses all defensive tacticsii, not only security holders rights plans.

May

10

Proposed New Framework for Rights Plans a Potential Game Changer for Hostile Bids

by Daniel Katzin

The Canadian Securities Administrators published for comment a proposed new regulatory framework for rights plans under proposed National Instrument 62-105 Security Holder Rights Plans and proposed Companion Policy 62-105CP Security Holder Rights Plans (collectively, “62-105”). If adopted, 62-105 would provide issuers with a game changing tool to respond to hostile take-over bids, where a target board will be able to use a rights plan as leverage to negotiate with a potential bidder.



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