Any Spartan dissenters on Bonterra acquisition receive capital gains treatment

Bonterra will acquire all the shares of Spartan under a share-for share exchange, resulting in potential rollover treatment under s. 85.1.  This was considered to be a "Superior Proposal," so that Spartan has terminated its arrangement agreement with Pinecrest and paid a break fee of $12.5M to Pinecrest.

In order that dissenters will not get deemed dividend treatment, their Spartan shares are transferred to Bonterra under the Alberta Plan of Arrangement.  The Arrangement Agreement, which is 86 pages before Appendices, reads like a full-blown bilateral share purchase agreement.

Neal Armstrong.  Summary of Spartan/Bonterra Joint Circular under Mergers.