Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Take-Over Bids

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Total Energy’s Take-over Bid for Savanna Energy: Developments and Defensive Tactics

Posted in Mergers and Acquisitions, Take-Over Bids
Background On November 23, 2016, Total Energy Services Inc. (Offeror) disclosed its intention to make an offer (Offer) to purchase all of the issued and outstanding common shares (Target Shares) of Savanna Energy Services Corp. (Target) for consideration consisting of common shares of the Offeror (Offeror Shares). The Target responded in two press releases, dated… Continue Reading

Hostile Bid Launched Targeting Nordex Explosives Ltd.

Posted in Contested Situations, Hostile/unsolicited Bids, Mergers and Acquisitions, Take-Over Bids
Nordex Explosives Ltd. (Nordex), a Canadian explosives manufacturer listed on the TSX Venture Exchange, and Société Anonyme d’Explosifs et de Produits Chimiques (EPC) entered into a private placement and subsequent going private transaction on June 15, 2016. EPC was to purchase Nordex shares for $0.12 per share. However, subsequent to Nordex’s announcement of the EPC… Continue Reading

Time will tell if the timing’s right: CSA adopt the most sweeping changes to the Canadian take-over bid regime in a generation

Posted in Contested Situations, CSA, Hostile/unsolicited Bids, Mergers and Acquisitions, Securities Regulatory Authorities, Take-Over Bids
On February 25, 2016, the CSA released the final version of the long-awaited changes to the Canadian take-over bid regime.  While the final rules are largely in line with the proposal that was released for comment almost a year ago, it is notable that the statutory minimum bid period has been shortened from 120 days… Continue Reading

The Suncor – Canadian Oil Sands Board Demonstrates that the Board’s Recommendation Truly is a Prized Asset

Posted in Capital Markets, Contested Situations, Hostile/unsolicited Bids, Mergers and Acquisitions, Take-Over Bids
Earlier this week, Suncor Energy Inc. (Suncor) and Canadian Oil Sands Limited (COS) announced that they reached an agreement whereby COS agreed to support Suncor’s offer to acquire COS for $6.6 billion (including estimated debt of $2.4 billion), representing a 12% increase in the exchange ratio from the initial offer made by Suncor for COS… Continue Reading

Study of hostile take-over bids in Canada reveals that a change of control is not inevitable

Posted in Contested Situations, Corporate Governance, Defensive Tactics, Directors and Officers, Hostile/unsolicited Bids, Mergers and Acquisitions, Proxy Contests, Shareholder Rights Plans / Poison Pills, Take-Over Bids
Fasken Martineau’s 2015 Canadian Hostile Take-Over Bid Study sets out the results of a ten-year empirical analysis of hostile take-over bids in Canada. Key findings include: When initiating a public contest for control, a hostile bidder was successful more than half the time; however, a change of control was by no means inevitable, with targets… Continue Reading

2015 ISS and Glass Lewis Updates

Posted in Contested Situations, Mergers and Acquisitions, Plan of Arrangement, Proxy Contests, Shareholder Rights Plans / Poison Pills, Take-Over Bids, TSX, Uncategorized
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2015 proxy season. The items updated include those pertaining to the definition of independence, advance notice requirements, by-law amendments, private placements, treatment of majority voting policies, shareholder rights plans and advance… Continue Reading

The End of Poison Pills?

Posted in Contested Situations, Corporate Governance, CSA, Defensive Tactics, Hostile/unsolicited Bids, Mergers and Acquisitions, Securities Regulatory Authorities, Shareholder Rights Plans / Poison Pills, Take-Over Bids
The Canadian Securities Regulators (the CSA) have just agreed on major changes that are set to transform the take-over bid regime that has prevailed in Canada during the last three decades.  CSA Notice 62-306 (the CSA Proposal), issued on September 11, 2014, reconciles the competing proposals for poison pill reform initially introduced in March 2013 by the CSA and Autorité des… Continue Reading

Le défi des OPA en France : une procédure plus simple pour les initiateurs

Posted in AMF (France), Mergers and Acquisitions, Take-Over Bids
La Cour d’appel de Paris a rendu une décision récente qui va faciliter la vie aux initiateurs d’offres publiques d’acquisition. Par une ordonnance en date du 10 avril 2014, le Premier Président de la Cour d’appel de Paris a en effet rejeté la demande des actionnaires minoritaires de la Société de la Tour Eiffel (« STE »),… Continue Reading

Challenge of TOB in France: an easier path for initiators

Posted in AMF (France), Mergers and Acquisitions, Take-Over Bids
A recent decision rendered by the French Court of Appeal gives way to a smoother process for initiators of takeover bids. An order dated April 10, 2014 has indeed dismissed the request of minority shareholders of Société de la Tour Eiffel (« STE »), a French company for which the insurance group SMABTP has launched a takeover… Continue Reading

Minister Moore Launches Consultation to Strengthen Canada’s Corporate Governance

Posted in Corporate Governance, Directors and Officers, Take-Over Bids
On December 11, 2013, The Honourable James Moore, Minister of Industry, announced the launch of a public consultation on the Canada Business Corporations Act (CBCA) to help identify ways in which the CBCA can better promote important corporate governance policy objectives. The government listed the following issues that have been identified for review as part… Continue Reading

Notice and Access – Survey on Adoption in 2013 Proxy Season

Posted in CSA, Proxy Voting, Securities Regulatory Authorities, Take-Over Bids
As reported in our Recent Developments with Respect to Notice-and-Access Procedure, Notice and Access Related Amendments to NI 54-101 and NI 51-102, and Implementing Notice-and-Access: What You Need to Know bulletins, the Canadian Securities Administrators (CSA) implemented a Notice and Access methodology for the electronic delivery of proxy materials by reporting issuers beginning with shareholder… Continue Reading

Le ministre des Finances du Québec crée le Groupe de travail sur la protection des entreprises québécoises

Posted in Defensive Tactics, Mergers and Acquisitions, Shareholder Rights Plans / Poison Pills, Take-Over Bids
Le 7 juin 2013, le ministre des Finances et de l’Économie du Québec, M. Nicolas Marceau, a annoncé la création du Groupe de travail sur la protection des entreprises québécoises (le « Groupe de travail »), lequel se penchera sur les mesures à mettre en place afin de permettre aux entreprises québécoises de mieux se… Continue Reading

More on the UK Takeover Panel Extends the Scope of its Jurisdiction to all UK Companies Listed on AIM or the ISDX Growth Market

Posted in Contested Situations, Hostile/unsolicited Bids, Take-Over Bids
Further to our previous post, we believe that on the whole, this is a positive development particularly in view of the uncertainty of the present regime.  In our experience, shareholders in most UK registered companies whose shares are quoted on AIM or the ISDX Growth Market expect to be protected by the Takeover Code and… Continue Reading

Québec Finance Minister Creates Task Force on Protecting Québec Businesses

Posted in Defensive Tactics, Mergers and Acquisitions, Securities, Shareholder Rights Plans / Poison Pills, Take-Over Bids
On June 7, 2013, Québec’s Minister of Finance and the Economy, Nicolas Marceau, announced the creation of a task force on protecting Québec businesses. This task force will weigh in on measures to be implemented in order to allow Québec businesses to better protect themselves against hostile takeovers and retain head offices in Québec. The… Continue Reading

The UK Takeover Panel extends the scope of its jurisdiction to all UK companies listed on AIM or the ISDX Growth Market

Posted in Take-Over Bids
On 15 May 2013 and following an extensive consultation process, the UK Takeover Panel published a statement confirming that the UK Takeover Code will apply automatically to all companies registered in the UK, Isle of Man or Channel Islands (UK registered companies) whose shares are admitted to trading on a UK-based multilateral trading facility such… Continue Reading

Canadian Securities Regulators Publish Proposal for Enhanced Early Warning System

Posted in CSA, Take-Over Bids
On March 14, 2013, the Canadian Securities Administration (CSA) issued for comment new proposed rules enhancing the reporting requirements relating to the early warning reporting system. The proposal would amend the early warning reporting requirements of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take Over Bids and Issuer Bids and National… Continue Reading

Canadian Securities Regulators Publish Competing Proposals on Poison Pills and Defensive Tactics

Posted in Defensive Tactics, Securities, Shareholder Rights Plans / Poison Pills, Take-Over Bids
Since the Supreme Court of Canada’s 2008 decision in BCE, Canadian boards responding to a hostile bid have been faced with a conundrum.  On the one hand, Canada’s highest court has enshrined the idea that boards may consider all affected stakeholder interests, not just those of shareholders, in exercising their fiduciary duty to act in… Continue Reading