Chinook Energy Inc. Common CNKEF

RE:RE:RE:CKE and IBR - the Bison connection

[Bean_and_Dunn]

https://www.osler.com/osler/media/Osler/reports/mergers-acquisitions/Canadian-Public-Company-M-A-Guide-2016.pdf




In most Canadian jurisdictions this threshold is 66% of the votes cast at the meeting of the target company’s shareholders. The approval of a majority of the minority shares voted at the meeting may also be required in circumstances where the business combination rules under securities law apply to the transaction (see “Minority Shareholder Protections” below).

Advantages of a Take-Over Bid Disadvantages of a Take-Over Bid • In a hostile transaction, there is no need to negotiate any agreement with target’s board of directors. • No dissent and appraisal rights given to target company shareholders, although dissent rights are available to non-tendering shareholders in a compulsory acquisition or subsequent acquisition transaction following a bid.

Minority Shareholder Protections Acquisition transactions involving related parties such as significant or controlling shareholders, board members or senior management raise conflict of interest concerns and may implicate additional corporate and securities law requirements. Two Canadian securities regulators (Ontario and Qubec) have established specific rules applicable to: • insider bids; • issuer bids (self-tender transactions); • certain types of related party transactions; and • certain types of business combinations. These rules are set out in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101) and are designed to afford certain protections to shareholders where conflicts of interest are present in transactions involving related parties. For example, a take-over bid may engage the “insider bid” rules in addition to the usual take-over bid rules in circumstances where an “insider” (e.g., a holder of more than 10% of the outstanding shares of the target) proposes to make a take-over bid. An arrangement may also engage the “business combination” rules in circumstances where a shareholder is compelled to sell its shares as a consequence of the transaction and where the transaction involves a related party that is either acquiring the company (either alone or with joint actors) or a related party is not treated identically to the general body of shareholders (e.g., because it is receiving a collateral benefit).