On September 11, 2014, the Canadian Securities
Administrators (the "CSA") announced in
CSA Notice 62-306 – Update on Proposed National Instrument
62-105 Security Holder Rights Plans and AMF Consultation
Paper An Alternative Approach to Securities Regulators'
Intervention in Defensive Tactics (the
"Notice") that the CSA, subject to the
receipt of necessary approvals, intends to publish for comment a
harmonized regulatory proposal with respect to take-over bids,
issuer bids and defensive tactics in response to or in anticipation
of unsolicited or hostile take-over bids.
Previously, on March 14, 2013, the CSA published for
comment proposed National Instrument 62-105 Security Holder
Rights Plans along with proposed Companion Policy 62-105CP
Security Holder Rights Plans (collectively, the
"CSA Proposal"), while the
Autorité des marches financiers (the
"AMF"), in addition to participating in
the CSA Proposal, concurrently published their consultation paper
entitled An Alternative Approach to Securities Regulators'
Intervention in Defensive Tactics (the "AMF
Proposal"). Currently, the review of defensive
tactics by the Canadian securities regulators is conducted under
their respective public interest jurisdictions in light of the
guidance in National Policy 62-202 Defensive Tactics (the
"Defensive Tactics Policy"). The
CSA Proposal and AMF Proposal were in response to concerns raised
with the CSA's current approach to reviewing defensive tactics
with a view to revising the application of the Defensive Tactics
Both the CSA and the AMF have decided to not proceed with the
CSA Proposal and the AMF Proposal, respectively. As set out
in the Notice, the CSA intends to publish for comment a new
harmonized regulatory proposal based on amendments to the take-over
bid regime contained in Multilateral Instrument 62-104
Take-Over Bids and Issuer Bids (for jurisdictions other
than Ontario) and Part XX of the Securities Act (Ontario)
and Ontario Securities Commission Rule 62-504 Take-over Bids
and Issuer Bids (for Ontario) (collectively, the
"Proposed Bid Amendments").
It is intended that the Proposed Bid Amendments will address the
significant issues identified in both the CSA Proposal and the AMF
Proposal and upon comments received to those two proposals.
As set out in the Notice, the general objective of the
Proposed Bid Amendments is to aim to facilitate the ability of
shareholders to make voluntary, informed and co-ordinated tender
decisions and provide target boards with additional time to respond
to hostile bids, each with the objective of rebalancing the current
dynamics between hostile bidders and target boards.
As set out in the Notice, the Proposed Bid Amendments would
require that all non-exempt take-over bids:
be subject to a mandatory tender condition that a minimum of more
than 50% of all outstanding target securities owned or held by
persons other than the bidder and its joint actors be tendered and
not withdrawn before the bidder can take up any securities under
be extended by the bidder for an additional 10 days after the
bidder achieves the mandatory minimum tender condition and the
bidder announces its intention to immediately take up and pay for
the securities deposited under the bid; and
remain open for a minimum of 120 days, subject to the ability of
the target board to waive, in a non-discriminatory manner when
there are multiple bids, the minimum period to a period of no less
than 35 days.
In the Notice, the CSA announced that they were not
contemplating any changes to the current take-over bid exemptions
or the Defensive Tactics Policy at this time.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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