M & A in Canada "...Most Canadian public companies are listed for trading on the Toronto Stock Exchange(TSX), which has its own rules that govern listed companies. Among other things, in a share-for-share transaction in which share capital of the acquirer is proposed to be issued to target company shareholders as acquisition currency, it is necessary to consider whether buy-side shareholder approval is required (in addition to the sell-side shareholder approval customarily required to be obtained in M&A transactions). Under the TSX rules, listed issuers are required to obtain buy-side shareholder approval for public company acquisitions that would result in the issuance of more than 25 per cent of the outstanding shares of theacquirer on a non-diluted basis." (Source cited: The Merger and Acquitions Review, - Edition 11 published in October 2017)
COMMENTS
For discussion purposes, it is highly doable for Excelsior Mining (MIN) with a similar open-pit copper mine in Arizona, to make a merger proposal to CORO. Like major miners First Quantum, Teck and Lundin Mining, Excelsior would be transformed into a md-size copper company with international assets.
Greenstone currently owns 48.9 percent of MIN, and buy-side shareholders' approval is certain. In addition, Greenstone also holds 63.0 percent of CORO, and with support from Management which holds another 5.0 percent, approval from sell-side shareholders requiring 66 2/3 super-majority vote is also assured.
MIN has over $30.0 million in cash, and CORO can source those funds for its Chilean operations. CORO's current mkt. value is over $60.0 million, and the merger valuation of $84.5 million would be at a reasonable premium over CORO's mkt. value on 1-for-10 exchange swap based on MIN's stock price of $1.30.
The above comments are speculative only and should be rendered as such.