First Majestic acquisition of Orko includes a sole survivor amalgamation for U.S. tax reasons

First Majestic is acquiring all the shares of Orko under a B.C. plan of arrangement in consideration for First Majestic shares (and also for nominal cash, in order to bust the s. 85.1 rollover).

Orko then is being merged under the plan of arrangement with a subsidiary of First Majestic in an amalgamation in which, for U.S. tax reasons, Orko is the sole surviving corporation (i.e., it isn't the continuance two-rivers-coming-together type of amalgamation that would have occurred under the B.C. Business Corporations Act  - see Envision Credit Union, under appeal).  CRA has ruled that this type of amalgamation qualifies under s. 87 as a good amalgamation notwithstanding language that arguably is suggestive of a requirement that the amalgamation result in a new corporation (2006-0178571R3, see also 2010-0355941R3 and Henry Chong).

Neal Armstrong.  Summary of Orko circular under Mergers - Shares for Shares and Nominal Cash.