RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:Mar 9 - Notice of Change now on SedarMJ. I agree that Aurora cannot take-up shares without paying for them, and their intent is to take-up shares as of March 8th. They specifically say that it will not happen later than 3 business days after take-up, so if true, we should see payment this week.
As far as the cash consideration is concerned, they detail the cash proration in the offer in two parts, 1. proration of cash between take-up's dates, and 2. the proration of cash for those selecting the cash option. I think we all understand #2.
The following excerpt from the offer should help exlain the cash consideration for each take up, as this approach allows them to have has many take-up's as required, paying out for the shares on each take-up. You were correct in saying that the cash payout can be different for each take-up since the mix of cash vs share selections can vary between take ups.
Cash Proration
The maximum aggregate cash consideration for the Improved Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction is $140,000,000 (the “ Maximum Cash Consideration ”). The Cash Consideration of the Cash Alternative and the Share and Cash Alternative will be prorated, to ensure that the Maximum Cash Consideration payable is not exceeded, as follows:
1. The maximum cash available on any date on which Aurora elects to take up shares pursuant to the Improved Offer, Compulsory Acquisition or Subsequent Acquisition Transaction (each, a “ Take Up Date ”), shall be determined by multiplying the Maximum Cash Consideration by a fraction, the numerator of which is the number of CanniMed Shares that are to be taken up on such Take Up Date and the denominator of which is the total number of outstanding CanniMed Shares not held by Aurora on the date of the Improved Offer, calculated on a fully diluted basis (the “ Maximum Take Up Date Cash Consideration ”);
longonMJ wrote: MA: This is also what I was thinking at first, but I do not believe this is how the game will play out in the end. I believe somewhere in those > 100 page documents is some legal mumbo jumbo that will allow them to allocate the cash according to the individual separate takeover offers.
Especially since they specifically say that they are currently satisfying material conditions of the takeover and will be buying and taking up the CMED's shares "as soon as possible". The key point of course being what is meant by "as soon as possible". Although it sounds like it should be after this just completed takover offer with the March 9th deadline, it could also mean "as soon as possible" after the 2nd takeover offer with the March 25th deadline. In fact, if that happens I could even see it being stretch to "as soon as possible" after the final takeover deadline which could be anybody's guess (but most likely sometime in March).
Does anybody know what the various options are for this 2nd takeover offer and whether or not Aurora has change the Default option from the open-end one (i.e. not to tender your shares) in the first offer to a closed-end option (i.e. either all-shares or all-cash) for this second takeover offer. It would not surprise me at all if they are required to run with exactly the same options for the shareholders who did not tender their share (i.e. did not vote for the takeover merger) before they can finally closed off the whole process with a third and final offer which would incorporate a closed-end option. Does anybody know if the Canopy takeover of Mettrum took place in the same fashion or was that one a friendly merger from the get-go?
If Aurora is allowed to closed off their share and cash allocations for each separate takeover, it's quite conceiveable that the both the share and cash payment allocations would most likely be different for each of the takeover offers. This of course would be hugely influenced by the share price of Aurora as it approached each of the deadlines.
On the other hand, if Aurora is not allowed to closed off their share and cash allocations until the entire process has been completed, does this not mean that they cannnot legally "take up" the CMED shares from their shareholders? After all, they are apparently legally required to make full payment (i.e. Aurora shares and cash, I would assume) within 3 business days once the CMED shares have been taken up.
From my point of view then, this means that if Aurora does not take up the CMED shares until the whole process has been completed (whenever that is), the CMED shares should still be sitting in my investment account . Hence, they should then still be available for me to untendered if the share price situation should change in such a way as to make it advantageous for me to either sell my CMED shares immediately or to change my option selection for the takeover.
I guess only time will tell and it could indeed be fun and interesting times here. LOL