Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.
Principal Issues: Acquisition of control of a Target. Winding up of the Target into the Parent, and bump of the capital property held by the Target.
Position: Favourable rulings provided.
Reasons: In compliance with the law.
XXXXXXXXXX 2007-023448
XXXXXXXXXX , 2007
Dear Sirs :
Re: Advance Income Tax Ruling XXXXXXXXXX
This is in reply to your letter of XXXXXXXXXX in which you requested an advance income tax ruling on behalf of the above-noted taxpayers. We also acknowledge the information provided in your letters and e-mails of XXXXXXXXXX, and during our various telephone conversations in connection with your ruling request (XXXXXXXXXX).
We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling is:
(i) involved in an earlier return of the taxpayers or a related person,
ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person,
(iii) under objection by the taxpayers or a related person,
(iv) before the courts or if a judgment has been issued, the time limit for appeal to a higher court has expired, or
(v) the subject of a ruling previously issued by the Income Tax Rulings Directorate.
Unless otherwise indicated, all references to monetary amounts are in Canadian dollars.
LEGAL ENTITY DEFINITIONS
In this letter, except in paragraph 143, the taxpayers will be referred to as follows:
(a) "Bidco" means XXXXXXXXXX ., a new corporation incorporated under the XXXXXXXXXX on XXXXXXXXXX, and that is currently owned by Buyerco and Buyerco US. Bidco's initial share capital consisted in XXXXXXXXXX common shares owned by Buyerco. As a result of various share subscriptions made by Buyerco and Buyerco US in connection with the acquisition of Target Amalco, Bidco's issued and outstanding share capital consisted in XXXXXXXXXX common shares held by Bidco and XXXXXXXXXX preferred shares held by Buyerco US. Bidco was continued under XXXXXXXXXX and, on XXXXXXXXXX, amalgamated with XXXXXXXXXX to form XXXXXXXXXX;
(b) "Buyerco" means XXXXXXXXXX , a corporation incorporated under the laws of XXXXXXXXXX with registered office in XXXXXXXXXX;
(c) "Buyerco XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX, which is indirectly a wholly-owned subsidiary of Buyerco;
(d) "Buyerco XXXXXXXXXX" means XXXXXXXXXX;
(e) "Buyerco US" means XXXXXXXXXX, a corporation incorporated under the laws XXXXXXXXXX and which is indirectly a wholly-owned Subsidiary of Buyerco;
(f) "CarveOut XXXXXXXXXX" means XXXXXXXXXX a new corporation incorporated under the laws of XXXXXXXXXX and a wholly-owned Subsidiary of SpinCo;
(g) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(h) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(i) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a new corporation incorporated under the laws of XXXXXXXXXX;
(j) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX in which Target held XXXXXXXXXX % of the issued and outstanding shares;
(k) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a new corporation incorporated under the laws of XXXXXXXXXX and wholly-owned by SpinCo;
(l) "CarveOut XXXXXXXXXX" means a new branch formed by CarveOut XXXXXXXXXX as described in paragraph 30 below;
(m) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(n) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(o) "CarveOut New XXXXXXXXXX" means XXXXXXXXXX, a new corporation incorporated under the XXXXXXXXXX and which is a wholly-owned Subsidiary of SpinCo;
(p) "CarveOut New XXXXXXXXXX" means XXXXXXXXXX, a new limited corporation incorporated under the laws of the XXXXXXXXXX and a wholly-owned Subsidiary of SpinCo;
(q) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(r) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly a wholly-owned subsidiary of TargetSub XXXXXXXXXX;
(s) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(t) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(u) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(v) "Carve-Out Transferee Corporation" means SpinCo or any Subsidiary of SpinCo that was established in a jurisdiction where assets of the Carve-Out Operations were transferred;
(w) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of the XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(x) "CarveOut XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of the XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(y) "CarveOut US Holding" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(z) "CarveOut USA" means XXXXXXXXXX, a corporation incorporated under the XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(aa) "Family Trust" means a Canadian resident trust validly formed under the laws of XXXXXXXXXX;
(bb) "XXXXXXXXXX Co" means XXXXXXXXXX, a new corporation incorporated under the laws of XXXXXXXXXX and a wholly-owned Subsidiary of Target XXXXXXXXXX at the time of incorporation;
(cc) "Investco" means XXXXXXXXXX;
(dd) "Manageco" means XXXXXXXXXX;
(ee) "New Pubco" means XXXXXXXXXX, a new Canadian corporation incorporated under the XXXXXXXXXX and which was, at the time of the incorporation, directly a wholly-owned subsidiary of Target;
(ff) "New Target" means XXXXXXXXXX, a corporation incorporated under the XXXXXXXXXX, which was a wholly-owned Subsidiary of Target. New Target changed its name to XXXXXXXXXX;
(gg) "Numberco" means XXXXXXXXXX company incorporated under the XXXXXXXXXX wholly-owned by XXXXXXXXXX;
(hh) "XXXXXXXXXX Group Corporations" means the group of corporations comprised of TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX TargetSub XXXXXXXXXX; TargetSub XXXXXXXXXX; TargetSub XXXXXXXXXX; TargetSub Holdings; New Target and SpinCo Holdco XXXXXXXXXX;
(ii) "SpinCo" means XXXXXXXXXX, a new Canadian corporation incorporated under the XXXXXXXXXX and which was, at the time of the incorporation, directly a wholly-owned subsidiary of Target. SpinCo changed its name to XXXXXXXXXX;
(jj) "SpinCo Holdco XXXXXXXXXX" means XXXXXXXXXX, a new Canadian corporation incorporated under the XXXXXXXXXX and which was, at the time of the incorporation, directly a wholly-owned subsidiary of Target;
(kk) "Target" means XXXXXXXXXX, a Public Corporation incorporated under XXXXXXXXXX;
(ll) "Target Amalco" means the corporate entity resulting from the amalgamation of Target and Target XXXXXXXXXX, as described in paragraph 43 below;
(mm) "Target Canada" means XXXXXXXXXX, a corporation incorporated under the XXXXXXXXXX and which was directly a wholly-owned Subsidiary of Target;
(nn) "Target Canada Amalco" means the entity resulting from the amalgamation of Target XXXXXXXXXX and Target Canada, as described in paragraph 41 below;
(oo) "Target XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(pp) "Target XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of the XXXXXXXXXX and which was directly a wholly-owned Subsidiary of Target;
(qq) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under XXXXXXXXXX and which was directly a wholly-owned Subsidiary of Target;
(rr) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(ss) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(tt) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(uu) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(vv) "TargetSub XXXXXXXXXX" means XXXXXXXXXX a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(ww) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(xx) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(yy) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(zz) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the XXXXXXXXXX the common shares of which were directly owned by Target and the preferred shares of which, having a redemption value of $XXXXXXXXXX, were directly owned by TargetSub XXXXXXXXXX;
(aaa) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(bbb) "TargetSub Holdings" means XXXXXXXXXX, a corporation incorporated under the laws of the XXXXXXXXXX and which was directly a wholly-owned Subsidiary of Target;
(ccc) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(ddd) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(eee) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(fff) "TargetSub LP" means XXXXXXXXXX, a limited partnership formed under the laws of XXXXXXXXXX, which was held by TargetSub XXXXXXXXXX, as general partner with XXXXXXXXXX% interest, Target Canada and Target as limited partners with XXXXXXXXXX% and XXXXXXXXXX% interest respectively;
(ggg) "TargetSub XXXXXXXXXX" means XXXXXXXXXX;
(hhh) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(iii) "TargetSub XXXXXXXXXX" means XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(jjj) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(kkk) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(lll) "TargetSub XXXXXXXXXX" means XXXXXXXXXX a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(mmm) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of the XXXXXXXXXX and which is directly and indirectly a wholly-owned Subsidiary of Target;
(nnn) "TargetSub USA" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and which was indirectly a wholly-owned Subsidiary of Target;
(ooo) "TargetSub XXXXXXXXXX" means XXXXXXXXXX, a corporation incorporated under the laws of the XXXXXXXXXX and which was directly and indirectly a wholly-owned Subsidiary of Target;
(ppp) "TransferCo" means XXXXXXXXXX.
DEFINITIONS
In this letter, unless otherwise expressly stated, the following terms have the meanings specified.
(a) "ACB" means adjusted cost base within the meaning of the Act;
(b) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c. 1, as amended from time to time and consolidated to the date of this letter and, unless otherwise expressly stated, every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Act;
(c) "Affiliate" means, with respect to any person, any other person, directly or indirectly, controlling, controlled by, or under common control with, such person. For purposes of this definition, the term "control" (including the correlative terms "controlling", "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a person, whether through the ownership of voting securities, by contract or otherwise;
(d) "Arm's Length" has the meaning assigned by section 251;
(e) "Arrangement" means an arrangement under XXXXXXXXXX;
(f) "Arrangement By-Law" means the by-law of Target relating to the Arrangement;
(g) "Buyerco XXXXXXXXXX Note" means a non-interest-bearing promissory note issued by Buyerco XXXXXXXXXX as described in paragraph 114;
(h) "Carve-Out Closing Date" means XXXXXXXXXX;
(i) "Carve-Out Effective Time" means XXXXXXXXXX;
(j) "CarveOut XXXXXXXXXX Note 1" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 54 below;
(k) "CarveOut XXXXXXXXXX Note 2" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 65.1 below;
(l) "CarveOut XXXXXXXXXX Note 3" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 65.2 below;
(m) "CarveOut XXXXXXXXXX Note 4" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 65.3 below;
(n) "CarveOut XXXXXXXXXX Note 5" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 65.4 below;
(o) "CarveOut XXXXXXXXXX Note 6" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 76 below;
(p) "CarveOut XXXXXXXXXX Note 7" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 84.1 below;
(q) "CarveOut XXXXXXXXXX Note 8" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 84.2 below;
(r) "CarveOut XXXXXXXXXX Note 9" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 84.3 below;
(s) "CarveOut XXXXXXXXXX Note 10" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 84.4 below;
(t) "CarveOut XXXXXXXXXX Note 11" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 97 below;
(u) "CarveOut XXXXXXXXXX Note A" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 67 below;
(v) "CarveOut XXXXXXXXXX Note B" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 78 below;
(w) "CarveOut XXXXXXXXXX Note C" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 87 below;
(x) "CarveOut XXXXXXXXXX Note D" means a non-interest-bearing demand promissory note issued by CarveOut XXXXXXXXXX as described in paragraph 98 below;
(y) "CarveOut New XXXXXXXXXX Note 1" means a non-interest-bearing demand promissory note issued by CarveOut New XXXXXXXXXX as described in paragraph 83 below;
(z) "Carve-Out Operations" means all subsidiaries, assets, businesses, liabilities and employees of Target Amalco relating exclusively to the XXXXXXXXXX;
(aa) "Carve-Out Purchase Price Adjustment" means the aggregate of the two following adjustments to the purchase price for the transfer of the shares of the capital stock of SpinCo as described in paragraph 104 below: (i) the Net Debt Adjustment and (ii) the Unit and Virtual Share Payment Adjustment, if any, as further described in the XXXXXXXXXX Agreement;
(bb) "Carve-Out Taxes" means any cash Taxes payable by Target (or Target's successors) and its Subsidiaries in connection with or arising as a result of the Carve-Out Transactions, including any amount due under Part VI.1 of the Act and as a result of the failure to withhold or remit taxes under Part XIII of the Act in connection with the Carve-Out Transactions;
(cc) "Carve-Out Transactions" has the meaning assigned by paragraph 15 below;
(dd) "CarveOut US Holding Note 1" means a non-interest-bearing demand promissory note issued by CarveOut US Holding as described in paragraph 60 below;
(ee) "CarveOut US Holding Note 2" means a non-interest-bearing demand promissory note issued by CarveOut US Holding as described in paragraph 61 below;
(ff) "CarveOut US Holding Note 3" means a non-interest-bearing demand promissory note issued by CarveOut US Holding as described in paragraph 62 below;
(gg) "Cash" means all cash on hand or in the bank and marketable securities of New Pubco, as shown on the New Pubco Carve-Out Effective Time Balance Sheet less any Unit and Virtual Share Payment that will be made by New Pubco and its Subsidiaries together with associated payroll burdens;
(hh) XXXXXXXXXX;
(ii) "Circular" means collectively, the notice of the special general meeting and accompanying Target management information circular, including all appendices thereto, dated XXXXXXXXXX, sent to Target Shareholders in connection with the meeting, as amended, supplemented or otherwise modified;
(jj) "Class A Shares" means the class A XXXXXXXXXX shares in the capital of New Pubco;
(kk) "Class B Shares" means the class B XXXXXXXXXX shares in the capital of New Pubco;
(ll) "Class A XXXXXXXXXX Shares" means the class A XXXXXXXXXX common voting shares in the capital of Target or Target Amalco, as the case may be;
(mm) "Class B XXXXXXXXXX Shares" means the class B common XXXXXXXXXX shares in the capital of Target or Target Amalco, as the case may be;
(nn) "CRA" means the Canada Revenue Agency;
(oo) "Damages" any loss, liability, claim, damage or expense, including legal expenses;
(pp) "Debt" means bank indebtedness, short-term portion of long-term debt and long-term portion of long-term debt (in all circumstances whether interest-bearing or not);
(qq) "Depository Agreement" means the agreement entered into by Bidco, Buyerco, Target and TransferCo, XXXXXXXXXX;
(rr) XXXXXXXXXX;
(ss) "Effective Date" means XXXXXXXXXX, that is the date shown on the certificate of amendment issued by the Enterprise Registrar giving effect to the Arrangement;
(tt) "Effective Time" means the time on the Effective Date as specified by the Parties to the Support Agreement;
(uu) "Estimated Unit and Virtual Share Payment" means the Unit and Virtual Share Payment estimated as at the Carve-Out Effective Time;
(vv) "Final Net Debt" means the Net Debt as shown on the New Pubco Carve-Out Effective Time Balance Sheet;
(ww) "FMV" means fair market value;
(xx) XXXXXXXXXX;
(yy) "XXXXXXXXXX IP" means the intellectual property related to XXXXXXXXXX;
(zz) "Indemnity Adjustment" means the adjustments provided for in the XXXXXXXXXX Agreement as described in paragraph 105 below;
(aaa) "Investment" means any shares, partnership interests, loans, indebtedness or any other form of securities (or options to acquire the foregoing);
(bbb) "IP License Agreement" means the intellectual property cross-license agreement entered into as of the Carve-Out Closing Date, with effect commencing on the Purchase Date, between New Target, BuyerCo XXXXXXXXXX and New Pubco in respect of intellectual property rights which, pursuant to the XXXXXXXXXX Agreement, have been transferred to the benefit of one party, but which prior to the Carve-Out Closing Date were used in both the XXXXXXXXXX Group and the Carve-Out Operations, and which, following the Carve-Out Closing Date, continue to be required for the operation of both the XXXXXXXXXX Group and the Carve-Out Operations;
(ccc) "Legacy XXXXXXXXXX Products" means the original XXXXXXXXXX products listed on Schedule 1.1B of the XXXXXXXXXX Agreement;
(ddd) "Local Transfer and Transition Agreement" means the contract entered into on the Carve-Out Closing Date between Target Amalco and SpinCo whereby (1) SpinCo will cause CarveOut XXXXXXXXXX to sell to Buyerco XXXXXXXXXX all of CarveOut XXXXXXXXXX rights in the property and assets related to the XXXXXXXXXX Group, with effect as of the Carve-Out Effective Time, (2) SpinCo will cause CarveOut XXXXXXXXXX to sell to TargetSub XXXXXXXXXX all of CarveOut XXXXXXXXXX rights in the property and assets related to the XXXXXXXXXX Group, with effect as of the Carve-Out Effective Time, (3) Target Amalco will cause TargetSub XXXXXXXXXX to sell to CarveOut XXXXXXXXXX and/or CarveOut XXXXXXXXXX (or to another person designated in writing by SpinCo), all of TargetSub XXXXXXXXXX rights in the property related to the Carve-Out Operations, subject to all required regulatory approvals having been obtained, and with effect as of the obtainment of such regulatory approvals, and (4) Target Amalco will cause TargetSub XXXXXXXXXX and the representative office of TargetSub XXXXXXXXXX to assign the leases, assets and employees of TargetSub XXXXXXXXXX related to the Carve-Out Operations to the representative office of CarveOut XXXXXXXXXX (or to another person designated in writing by SpinCo), subject to the approval of the transfer by XXXXXXXXXX;
(eee) "Lock-Up and Voting Agreement" means the lock-up and voting agreement dated as at XXXXXXXXXX between the Principal Shareholders, Buyerco and Bidco;
(fff) "XXXXXXXXXX Agreement" means the XXXXXXXXXX agreement dated as of XXXXXXXXXX among Target Amalco, SpinCo and certain of their respective Subsidiaries providing for the Carve-Out Transactions;
(ggg) "Net Debt" means the amount by which the New Pubco Debt exceeds Cash;
(hhh) "Net Debt Adjustment" means $XXXXXXXXXX minus the Final Net Debt;
(iii) "New Pubco Carve-Out Effective Balance Sheet" means the consolidated audited balance sheet of New Pubco as at the end of the business day on the Carve-Out Closing Date, taking into account the Carve-Out Transactions, and without taking into account the Carve-Out Purchase Price Adjustment;
(jjj) "New Pubco Debt" means Debt of New Pubco as shown in the New Pubco Carve-Out Effective Time Balance Sheet (i) assumed by SpinCo and its Subsidiaries as part of the Carve-Out Transactions, (ii) due by carved-out Subsidiaries, (iii) borrowed by SpinCo, its Subsidiaries and New Pubco, to the extent of the proceeds of such borrowings which are used to pay, directly or indirectly, the Carve-Out Purchase Price (other than to pay the Estimated Unit and Virtual Share Payment), and (iv) any Inter-Company Indebtedness due by SpinCo, its Subsidiaries and New Pubco to Target Amalco or any of its Subsidiaries (other than the Subsidiaries of SpinCo);
(kkk) "New Pubco XXXXXXXXXX Share" means the Class A Shares XXXXXXXXXX shares in the capital of New Pubco, the terms and conditions of which shall mirror those attached to the Class A XXXXXXXXXX Shares as of XXXXXXXXXX;
(lll) "Non-Arm's Length Person" means any person with whom any of the Principal Shareholders does not deal at Arm's Length;
(mmm) "Non-Competition and Non-Solicitation Agreement" means the non-competition and non-solicitation agreement entered into as of the Carve-Out Closing Date between New Pubco and Target Amalco with effect commencing on the Purchase Date. The agreement provides that in the event of a violation, contravention or breach of the covenants agreed upon, each of the Subsidiaries of Target Amalco, on the one hand, considered globally, or New Pubco and its Subsidiaries, on the other hand, considered globally, as the case may be, shall pay for every such violation, contravention or breach a penalty of $XXXXXXXXXX for each day that such violation, contravention or breach continues after the end of an applicable cure period;
(nnn) XXXXXXXXXX;
(ooo) "Principal Shareholders" means XXXXXXXXXX, Numberco and Family Trust;
(ppp) "XXXXXXXXXX Group" means the activities or divisions of Target and its Subsidiaries that XXXXXXXXXX;
(qqq) "XXXXXXXXXX IP" means the intellectual property related to the XXXXXXXXXX Group;
(rrr) "Profit Sharing Program" means the profit sharing program intended for certain employees of Target;
(sss) "Proposed Transactions" means the transactions described in paragraphs 140 to 142 below;
(ttt) "Public Corporation" has the meaning assigned by subsection 89(1);
(uuu) "XXXXXXXXXX Group" means the activities or divisions of Target Amalco and its Subsidiaries that specialize in the XXXXXXXXXX;
(vvv) "XXXXXXXXXX IP" means the intellectual property owned by Target Amalco and related to the XXXXXXXXXX Group;
(www) "Purchase Date" means XXXXXXXXXX;
(xxx) "Purchase Price" means $XXXXXXXXXX per Target Share payable in cash, for a total cash consideration on a non-diluted basis of $XXXXXXXXXX;
(yyy) "Purchase Time" means XXXXXXXXXX on the Purchase Date;
(zzz) "XXXXXXXXXX Agreement" means the agreement between Bidco, Buyerco and Target Amalco dated XXXXXXXXXX which contains the irrevocable undertaking from Bidco to acquire the Target Shares for a cash consideration equal to the Purchase Price, and the irrevocable undertaking from Target Amalco, on behalf of the holder of the Target Shares, to sell the Target Shares to Bidco, the whole pursuant to the attributes of the Target Shares. The XXXXXXXXXX Agreement also provides that such cash consideration shall be reduced by the aggregate amount per Target Share of any dividend or other distribution or payment (whether in cash, shares or property) declared, set aside or paid by Target Amalco during the period from the date of the Support Agreement to the Purchase Time, other than as contemplated in the Arrangement;
(aaaa) XXXXXXXXXX;
(bbbb) "Specified Shareholder" has the meaning assigned by subparagraph 88(1)(c.2)(iii) and subsection 248(1);
(cccc) "SpinCo Indemnified Persons" means New Pubco, any of its Subsidiaries and each of their respective current and former directors, officers, employees, agents and representatives and successors and assigns (and each of their respective heirs, executors and personal legal representatives);
(dddd) "SpinCo Note 1" means a non-interest-bearing promissory note issued by SpinCo as described in paragraph 46;
(eeee) "SpinCo Note 2" means a non-interest-bearing promissory note issued by SpinCo for an aggregate amount equal to the excess of the FMV of the assets transferred by Target Amalco, as described in paragraph 58 below, over the total of (i) the liabilities assumed by SpinCo as part of this transfer and (ii) the one class A common share of the capital stock of SpinCo issued as part of this transfer;
(ffff) "SpinCo Note 3" means a non-interest-bearing demand promissory note issued by SpinCo as described in paragraph 82 below;
(gggg) "SpinCo Note 4" means a non-interest-bearing demand promissory note issued by SpinCo as described in paragraph 94 below;
(hhhh) "SpinCo Note A" means a non-interest-bearing demand promissory note issued by SpinCo as described in paragraph 53 below;
(iiii) "SpinCo Note B" means a non-interest-bearing demand promissory note issued by SpinCo as described in paragraph 64 below;
(jjjj) "SpinCo Structure" means a new corporate structure established by Target to acquire the Carve-Out Operations, where New Pubco is the parent company;
(kkkk) "Spin-out Distribution" has the meaning assigned under paragraph 15 below;
(llll) "Subsidiary" with respect to any person, means any other person of which the first person owns, directly or indirectly, securities or other ownership interests having voting power to elect a majority of the board of directors or other persons performing similar functions (or, if there are no such voting interests, more than 50% of the equity interests of the second person);
(mmmm) "Subsidiary Wholly-Owned Corporation" has the meaning assigned by subsection 248(1);
(nnnn) "Support Agreement" means the support agreement dated as at XXXXXXXXXX between Buyerco, Bidco and Target pursuant to which all parties agree to use their reasonable commercial efforts prior to the Effective Time to take, or cease to be taken, all actions and to do, or cause to be done all things necessary or advisable to complete the Arrangement;
(oooo) "Target Amalco Note A" means a non-interest-bearing demand promissory note issued by Target Amalco as described in paragraph 93 below;
(pppp) "Target Canada XXXXXXXXXX Assets" means all of the assets of Target related to the XXXXXXXXXX Group that were owned by Target Canada prior to the amalgamation described in paragraph 41 below, including the head office net assets, the XXXXXXXXXX division, the XXXXXXXXXX division and the inventory of the XXXXXXXXXX division used in the XXXXXXXXXX Group;
(qqqq) "Target Indemnified Persons" means Target Amalco, any of its Subsidiaries and each of their respective current and former directors, officers, employees, agents and representatives and successors and assigns (and each of their respective heirs, executors and personal legal representatives);
(rrrr) "Target Options" means options to purchase Target Shares granted under any of the Target Stock Option Plans which have not been duly exercised prior to the Effective Date;
(ssss) "Target XXXXXXXXXX Assets" means all of the assets of Target related to the XXXXXXXXXX Group that were owned by Target prior to the amalgamation described in paragraph 43 below, including all of the shares of the capital stock of CarveOut XXXXXXXXXX, the XXXXXXXXXX IP and the head office net assets;
(tttt) "Target Shareholders" means the shareholders of Target or Target Amalco, as the case may be;
(uuuu) "Target Shares" means the issued and outstanding Class A XXXXXXXXXX Shares and/or Class B XXXXXXXXXX Shares of the capital stock of Target or Target Amalco, as the case may be;
(vvvv) "Target Stock Option Plans" means collectively, Target's XXXXXXXXXX stock option plan for the executive officers, executive employees and directors of Target and its Subsidiaries and the XXXXXXXXXX stock option plan for the executive officers, executive employees, directors and employees of Target and its Subsidiaries, as amended;
(wwww) "Target Winding-Up" means the winding-up of Target Amalco into Bidco as described in paragraph 140;
(xxxx) "TargetSub XXXXXXXXXX Note 1" means a non-interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 48 below;
(yyyy) "TargetSub XXXXXXXXXX Note 1" means an interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 92 below;
(zzzz) "TargetSub XXXXXXXXXX Note 2" means an interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 96 below;
(aaaaa) "TargetSub XXXXXXXXXX Note A" means a non-interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 38 below;
(bbbbb) "TargetSub XXXXXXXXXX Note B" means a non-interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 38 below;
(ccccc) "TargetSub XXXXXXXXXX Note C" means a non-interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 38 below;
(ddddd) "TargetSub Holdings Note A" means a non-interest-bearing demand promissory note issued by TargetSub Holdings as described in paragraph 70 below;
(eeeee) "TargetSub XXXXXXXXXX Note A" means a non-interest-bearing demand promissory note issued by TargetSub XXXXXXXXXX as described in paragraph 91 below;
(fffff) "Taxes" means all federal, state, provincial, territorial, county, municipal, local, domestic or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a governmental entity including, but not limited to, (i) any gross income, instalments, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, license, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, customs, severance, occupation, or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums, Canada Pension Plan, provincial and any other governmental pension plan contributions or premiums, unemployment insurance contributions, working compensations and deductions at source, (iv) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee, (v) any fine, penalty, interest, or addition imposed with respect to any of these amounts, and (vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of law;
(ggggg) "Transitional Services Agreement" means an agreement dated XXXXXXXXXX, with effect commencing on the Purchase Date, whereby (i) New Pubco shall provide or cause to be provided to Target Amalco's Subsidiaries and (ii) Target Amalco shall cause its Subsidiaries to provide to New Pubco or its Subsidiaries, as the case may be, the administrative, corporate, operational, support and other services required to carry on the XXXXXXXXXX Group business or the Carve-Out Operations businesses, as the case may be, the whole for the Transitional Period and on a cost recovery basis to New Pubco and its Subsidiaries or Target Amalco's Subsidiaries, as the case may be;
(hhhhh) "Transitional Period" means, with respect to the Transitional Services Agreement, the period of XXXXXXXXXX months from XXXXXXXXXX, except in respect of the inventory management to be effected by New Target at its XXXXXXXXXX facility, in respect of which the Transitional Services Agreement shall continue in effect for a period of up to XXXXXXXXXX months;
(iiiii) "Unit and Virtual Share Payment" means the product of (i) the amount paid or payable by Target Amalco to the holders of Units and Virtual Shares in connection with each Unit and each Virtual Share calculated in accordance with the Virtual Shares Program and Profit Sharing Program and paid in the manner described in the Support Agreement, less the Purchase Price paid by Bidco (ii) multiplied by the number of Units and Virtual Shares outstanding on the Effective Date;
(jjjjj) "Unit and Virtual Share Payment Adjustment" means (i) the amount by which the Unit and Virtual Share Payment exceeds the Estimated Unit and Virtual Share Payment or (ii) the amount by which the Estimated Unit and Virtual Share Payment exceeds the Unit and Virtual Share Payment, as the case may be;
(kkkkk) "Units" means units issued under the Profit Sharing Program;
(lllll) "U.S." means the United States of America;
(mmmmm) "Virtual Shares" means the virtual shares issued under the Virtual Shares Program;
(nnnnn) "Virtual Shares Program" means the virtual shares granting program for certain employees of Target;
(ooooo) "XXXXXXXXXX Group" means the activities or divisions of Target Amalco and its Subsidiaries that specialize in the XXXXXXXXXX.
FACTS
Facts relating to Buyerco
1. XXXXXXXXXX.
2. As of the date hereof, Target Amalco and Buyerco are not aware that, and have no reason to believe that, a Specified Shareholder of Target Amalco before its control was acquired by Bidco has directly or indirectly acquired, or will directly or indirectly acquire, shares of the capital stock of Buyerco, as part of the series of transactions or events that includes the Target Winding-Up.
3. Pursuant to the Lock-Up and Voting Agreement, and for a period of XXXXXXXXXX months following the Purchase Date, neither the Principal Shareholders, or any Non-Arm's Length Person, nor any corporation with respect to which any of the Principal Shareholders or the Non-Arm's Length Person is a Specified Shareholder, shall own, purchase or acquire, directly or indirectly, any Investment in Buyerco, Bidco, or any of their Affiliates.
Facts relating to Target and its Subsidiaries
4. XXXXXXXXXX.
5. Target resulted from the amalgamation of XXXXXXXXXX affiliated companies: XXXXXXXXXX. A certificate of amalgamation was granted on XXXXXXXXXX.
6. Target is a Public Corporation whose Class A XXXXXXXXXX Shares and Class B XXXXXXXXXX Shares were traded, prior to XXXXXXXXXX , on the XXXXXXXXXX Stock Exchange under the ticker symbols XXXXXXXXXX respectively.
7. As at XXXXXXXXXX, the issued and outstanding Target Shares consisted of XXXXXXXXXX Class B XXXXXXXXXX Shares and XXXXXXXXXX Class A XXXXXXXXXX Shares, for a total of XXXXXXXXXX voting and participating shares.
8. As at XXXXXXXXXX, there were issued and outstanding (i) Target Options to purchase an aggregate of XXXXXXXXXX Class A XXXXXXXXXX Shares granted under the Target Stock Option Plans; (ii) XXXXXXXXXX Units granted under the Profit Sharing Program; and (iii) XXXXXXXXXX Virtual Shares granted under the Virtual Shares Program.
9. As at XXXXXXXXXX, Numberco exercised control over XXXXXXXXXX Class B XXXXXXXXXX Shares (representing approximately XXXXXXXXXX % of the total Class B XXXXXXXXXX Shares and XXXXXXXXXX % of all of the Target Shares).
10. As of XXXXXXXXXX, Manageco exercised control over XXXXXXXXXX Class A XXXXXXXXXX Shares (representing approximately XXXXXXXXXX % of the total Class A XXXXXXXXXX Shares). More specifically, it is understood that XXXXXXXXXX, holds approximately XXXXXXXXXX Class A XXXXXXXXXX Shares, and the other Class A XXXXXXXXXX Shares over which Manageco has control are held directly by clients of Manageco (XXXXXXXXXX) which have given a mandate to Manageco to manage their investments on their behalf.
11. As of XXXXXXXXXX, Investco exercised control over XXXXXXXXXX Class A XXXXXXXXXX Shares (representing approximately XXXXXXXXXX% of the total Class A XXXXXXXXXX Shares) and, as of XXXXXXXXXX, Investco exercised control over XXXXXXXXXX Class A XXXXXXXXXX Shares (representing approximately XXXXXXXXXX% of the total Class A XXXXXXXXXX Shares).
12. Other than Numberco, Manageco and Investco, the management of Target and Target Amalco is not aware of any person, alone or together with other persons not dealing at arm's length with such person, who beneficially owned, directly or indirectly, or exercised control over XXXXXXXXXX% or more of the shares of any class of the capital stock of Target or Target Amalco, at the time of the acquisition of control of Target Amalco by Bidco on XXXXXXXXXX, or at any time during the preceding XXXXXXXXXX -month period.
13. The following table shows, prior to the Carve-Out Transactions, the Target's direct and indirect Subsidiaries, the percentage of voting rights held directly or indirectly by Target in each of these entities and their jurisdiction of incorporation.
Subsidiaries of Target Holders and Percentage Places of Incorporation
of Voting Rights
CarveOut XXXXXXXXXX TargetSub Holdings (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX Target (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %)
Target XXXXXXXXXX (XXXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX TargetSub USA (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %)
Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX
CarveOut XXXXXXXXXX XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX
TargetSub XXXXXXXXXX XXXXXXXXXX %) XXXXXXXXXX
CarveOut XXXXXXXXXX
CarveOut XXXXXXXXXX XXXXXXXXXX %) XXXXXXXXXX
CarveOut US Holding Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
Subsidiaries of Target Holders and Percentage Places of Incorporation
of Voting Rights
CarveOut XXXXXXXXXX TargetSub Holdings (XXXXXXXXXX %) XXXXXXXXXX
Target XXXXXXXXXX Target (XXXXXXXXXX %) XXXXXXXXXX
Target XXXXXXXXXX Target Canada (XXXXXXXXXX %) XXXXXXXXXX
Target XXXXXXXXXX Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %)
Target XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target (XXXXXXXXXX %)
Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX
Target XXXXXXXXXX (XXXXXXXXXX %)
Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX
TargetSub XXXXXXXXXX (XXXXXXXXXX %)
Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub Holdings Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %)
Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX
TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub LP Target Canada (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %)
Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX TargetSub LP (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX
Target XXXXXXXXXX (XXXXXXXXXX %)Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
Subsidiaries of Target Holders and Percentage Places of Incorporation
of Voting Rights
TargetSub XXXXXXXXXX TargetSub XXXXXXXXXX (XXXXXXXXXX %)
Target (XXXXXXXXXX %) XXXXXXXXXX
TargetSub USA TargetSub Holdings (XXXXXXXXXX %) XXXXXXXXXX
TargetSub XXXXXXXXXX Target XXXXXXXXXX (XXXXXXXXXX %) XXXXXXXXXX
14. XXXXXXXXXX.
Facts relating to the acquisition of Target
15. Buyerco negotiated the terms of the Support Agreement whereby Bidco acquired from the public, pursuant to the XXXXXXXXXX Agreement and as contemplated by the Arrangement, all of the Target Shares at the Purchase Price. This price was based on the understanding that Target and its Subsidiaries owned only the XXXXXXXXXX Group at the Purchase Date. To achieve this result, Target and its Subsidiaries entered into a series of pre-closing transactions (the "Carve-Out Transactions") to transfer the Carve-Out Operations to SpinCo and various new Subsidiaries incorporated below SpinCo. The shares of SpinCo's parent, New Pubco, were then distributed to the Target Shareholders in payment of a dividend and as a return of capital (the "Spin-Out Distribution"). The Target Shares were acquired by Bidco only after the completion of the Spin-Out Distribution.
16. The acquisition of the Target Shares by Bidco required a statutory arrangement and, accordingly, was subject to the approval of XXXXXXXXXX% of the votes cast by the Target Shareholders at a meeting of shareholders held on XXXXXXXXXX, as well as court approval obtained from the XXXXXXXXXX Superior Court on XXXXXXXXXX. The closing of the acquisition on the Purchase Date was subject to certain other customary conditions, including regulatory approvals, but was not subject to any financing condition.
17. On XXXXXXXXXX, Bidco, Buyerco, Target and TransferCo, the transfer agent for the Target Shares, entered into the Depositary Agreement.
Summary of the Transactions Undertaken in Connection with the Acquisition of Target
By way of background, the sequence of transactions leading to the acquisition of Target by Bidco and the Target Winding-up can generally be summarized as follows:
A. The SpinCo Structure was established by Target to acquire the Carve-Out Operations.
B. Carve-Out Transferee Corporations were established in certain jurisdictions where assets of the Carve-Out Operations had to be transferred.
C. The Carve-Out Transferee Corporations acquired the assets of the Carve-Out Operations at a price determined to be FMV. The consideration paid for such assets consisted of (1) one or more demand promissory notes; (2) an assumption of liabilities related to the transferred operations; (3) shares; and (4) cash; or a combination of two or more of the foregoing.
D. Through a series of transactions, the demand promissory notes referred to in paragraph C above were assumed by SpinCo or its Subsidiaries in consideration for the issuance of shares or notes by the predecessor obligor of the demand promissory notes.
E. In certain circumstances, the creditors of the demand promissory notes referred to in paragraph C transferred the notes directly or indirectly through the payment of intercompany debt, a dividend, a redemption of shares, or a combination of these forms of payment to Target Amalco. SpinCo, as the final debtor of the demand promissory notes referred to in paragraph C above, repaid its obligations to Target Amalco through the issuance of common stock.
Alternatively, Target Amalco assumed the notes payable by SpinCo in consideration for shares of the capital stock of Spinco and such notes were either cancelled or repaid to the creditors prior to the acquisition of Target Amalco by Bidco.
F. When the Carve-Out Transactions were completed, the Spin-Out Distribution was effected and, as a result, the Carve-Out Operations became separated and apart from the operations of the XXXXXXXXXX Group.
G. Pursuant to the terms and conditions of the XXXXXXXXXX Agreement and as contemplated by the Arrangement, Bidco acquired all of the Target Shares at the Purchase Price in cash.
H. The Target Winding-Up will be effected shortly after the issuance of this letter.
The following transactions were completed prior to the Effective Date:
18. Buyerco incorporated Bidco under the XXXXXXXXXX on XXXXXXXXXX. Buyerco subscribed for XXXXXXXXXX common shares of the capital stock of Bidco for a nominal amount of capital.
19. Bidco was continued under XXXXXXXXXX and, on XXXXXXXXXX, amalgamated with XXXXXXXXXX to form XXXXXXXXXX.
20. Target incorporated SpinCo under the XXXXXXXXXX. Target subscribed for XXXXXXXXXX class A common shares of the capital stock of SpinCo for a nominal amount of capital.
21. Target XXXXXXXXXX incorporated XXXXXXXXXX Co under the laws of XXXXXXXXXX. Target XXXXXXXXXX subscribed for XXXXXXXXXX units in the share capital of XXXXXXXXXX Co for a nominal amount of capital.
22. Target XXXXXXXXXX transferred, on a taxable basis, the XXXXXXXXXX units in the share capital of XXXXXXXXXX Co to SpinCo in consideration for the issuance by SpinCo of XXXXXXXXXX class B preferred shares of its capital stock to Target XXXXXXXXXX.
23. Target incorporated SpinCo Holdco XXXXXXXXXX under the XXXXXXXXXX. Target subscribed for XXXXXXXXXX class A common shares of the capital stock of SpinCo Holdco XXXXXXXXXX for a nominal amount of capital.
24. Target incorporated New Pubco under the XXXXXXXXXX. Target subscribed for XXXXXXXXXX class A common shares of the capital stock of New Pubco for a nominal amount of capital.
25. Target XXXXXXXXXX transferred, on a taxable basis, its common shares of CarveOut US Holding to SpinCo in consideration for the issuance by SpinCo of one class B preferred share of its capital stock to Target XXXXXXXXXX.
26. SpinCo incorporated CarveOut XXXXXXXXXX under the laws of XXXXXXXXXX. SpinCo subscribed for XXXXXXXXXX shares of the capital stock of CarveOut XXXXXXXXXX for a nominal amount of capital.
27. SpinCo incorporated CarveOut New XXXXXXXXXX under the XXXXXXXXXX. SpinCo subscribed for one common share of the capital stock of CarveOut New XXXXXXXXXX for a nominal amount of capital.
28. SpinCo and New Pubco incorporated CarveOut XXXXXXXXXX under the laws of XXXXXXXXXX. SpinCo subscribed for XXXXXXXXXX quotas in the share capital of CarveOut XXXXXXXXXX for a nominal amount of capital. New Pubco subscribed for one quota in the share capital of CarveOut XXXXXXXXXX for a nominal amount of capital.
29. SpinCo incorporated CarveOut XXXXXXXXXX under the laws of XXXXXXXXXX . SpinCo subscribed for common shares of CarveOut XXXXXXXXXX for XXXXXXXXXX.
30. CarveOut XXXXXXXXXX formed CarveOut XXXXXXXXXX.
31. SpinCo incorporated CarveOut New XXXXXXXXXX under the laws of the XXXXXXXXXX. SpinCo subscribed for XXXXXXXXXX common shares of CarveOut New XXXXXXXXXX for a nominal amount of capital.
32. CarveOut XXXXXXXXXX formed a branch office in XXXXXXXXXX.
33. Target formed New Target under the XXXXXXXXXX. Target subscribed for XXXXXXXXXX common shares of New Target for a nominal amount of capital.
First Set of Transfers of Carve-Out Operations to the SpinCo Subsidiaries
The following transactions were effected in the week of XXXXXXXXXX:
(a) Transfer of XXXXXXXXXX Net Assets
34. TargetSub XXXXXXXXXX transferred its net assets to CarveOut XXXXXXXXXX and CarveOut XXXXXXXXXX, on a taxable basis, in consideration for cash.
(b) Transfer of XXXXXXXXXX Net Assets
35. TargetSub XXXXXXXXXX transferred its net assets to CarveOut XXXXXXXXXX, on a taxable basis, in consideration for cash.
(c) Transfer of XXXXXXXXXX Net Assets
36. TargetSub XXXXXXXXXX transferred its net assets to CarveOut XXXXXXXXXX, on a taxable basis, in consideration for cash.
(d) Transfer of XXXXXXXXXX Net Assets
37. TargetSub XXXXXXXXXX transferred its net assets to CarveOut XXXXXXXXXX, on a taxable basis, in consideration for cash.
Simplification of the Canadian Structure
The following transactions were effected on the date specified below.
38. On XXXXXXXXXX, Target transferred its minority interests in TargetSub XXXXXXXXXX, TargetSub XXXXXXXXXX and TargetSub XXXXXXXXXX to TargetSub XXXXXXXXXX in consideration for the issuance by TargetSub XXXXXXXXXX of Canadian dollar denominated promissory notes of a nominal amount: the TargetSub XXXXXXXXXX Note A, the TargetSub XXXXXXXXXX Note B and the TargetSub XXXXXXXXXX Note C.
39. On XXXXXXXXXX, Target XXXXXXXXXX redeemed with a cash payment XXXXXXXXXX preferred shares of its capital stock issued to TargetSub XXXXXXXXXX. The paid-up capital of such XXXXXXXXXX preferred shares was at least equal to the cash payment such that no deemed dividend resulted from the redemption. TargetSub XXXXXXXXXX filed an application under section 116 to obtain a tax clearance certificate for the disposition of such XXXXXXXXXX preferred shares.
40. On XXXXXXXXXX, Target XXXXXXXXXX, Target Canada and Target XXXXXXXXXX adopted a resolution to reduce the stated capital account of their outstanding shares to $XXXXXXXXXX (without any payment thereon).
41. On XXXXXXXXXX, Target XXXXXXXXXX and Target Canada effected a horizontal short form amalgamation under the XXXXXXXXXX to form Target Canada Amalco in such a manner that:
(a) all of the property (except any amounts receivable from any predecessor corporation) of the predecessor corporations immediately before the amalgamation became property of Target Canada Amalco by virtue of the amalgamation;
(b) all of the liabilities (except any amounts payable to any predecessor corporation) of the predecessor corporations immediately before the amalgamation, became liabilities of Target Canada Amalco by virtue of the amalgamation;
(c) the shares of the capital stock of Target XXXXXXXXXX held by Target immediately prior to the amalgamation were cancelled by virtue of the amalgamation; and
(d) the shares of the capital stock of Target Canada held by Target immediately prior to the amalgamation became shares of the capital stock of Target Canada Amalco, held by such shareholder immediately after the amalgamation.
42. On XXXXXXXXXX, Target Canada Amalco was wound up into Target in such a manner that all the properties of Target Canada Amalco were acquired by Target and all of its liabilities assumed by Target. The provisions of subsection 88(1) applied to the winding-up of Target Canada Amalco.
43. On XXXXXXXXXX , Target and Target XXXXXXXXXX effected a vertical short form amalgamation XXXXXXXXXX to form Target Amalco in such a manner that:
(a) all of the property (except any amounts receivable from any predecessor corporation or shares of the capital stock of any predecessor corporation) of the predecessor corporations immediately before the amalgamation became property of Target Amalco by virtue of the amalgamation.
(b) all of the liabilities (except any amounts payable to any predecessor corporation) of the predecessor corporations immediately before the amalgamation, became liabilities of Target Amalco by virtue of the amalgamation;
(c) the shares of the capital stock of Target XXXXXXXXXX held by Target immediately prior to the amalgamation were cancelled by virtue of the amalgamation; and
(d) the shares of the capital stock of Target held by the public immediately prior to the amalgamation became shares of the capital stock of Target Amalco, held by the public immediately after the amalgamation.
44. On XXXXXXXXXX, Target Amalco subscribed for XXXXXXXXXX common shares in the share capital of New Pubco in consideration for a nominal amount of cash.
45. On XXXXXXXXXX, Target Amalco subscribed for XXXXXXXXXX common shares in the share capital of SpinCo in consideration for $XXXXXXXXXX.
Second Set of Transfers of Carve-Out Operations to the SpinCo Subsidiaries
The following transactions were effected on XXXXXXXXXX :
(a) Transfer of CarveOut XXXXXXXXXX
46. TargetSub XXXXXXXXXX transferred, on a taxable basis, its common shares of the capital stock of CarveOut XXXXXXXXXX to SpinCo in consideration for the issuance by SpinCo of SpinCo Note 1 (a Canadian dollar demand promissory note with a principal amount equal to the FMV of such common shares).
47. Target Amalco assumed SpinCo's obligation to pay SpinCo Note 1 in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
48. TargetSub XXXXXXXXXX transferred, on a taxable basis, SpinCo Note 1 to TargetSub XXXXXXXXXX in consideration for the issuance by TargetSub XXXXXXXXXX of TargetSub XXXXXXXXXX Note 1.
(b) Transfer of CarveOut XXXXXXXXXX
49. CarveOut XXXXXXXXXX declared a dividend which was paid to Target Amalco by transferring CarveOut XXXXXXXXXX rights in certain advances due by Target Amalco of US$XXXXXXXXXX and C$XXXXXXXXXX . Such advances were cancelled by confusion. This dividend was deductible in computing the taxable income of Target Amalco under section XXXXXXXXXX.
50. Target Amalco transferred, on a taxable basis, the common shares of the capital stock of CarveOut XXXXXXXXXX to SpinCo in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
(c) Transfer of CarveOut XXXXXXXXXX
51. Target Amalco transferred, on a taxable basis, the common shares of the capital stock of CarveOut XXXXXXXXXX to SpinCo in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
52. TargetSub XXXXXXXXXX sold its minority interest in CarveOut XXXXXXXXXX to New Pubco in consideration for a nominal amount of cash.
(d) Transfer of CarveOut XXXXXXXXXX
53. Target Amalco transferred, on a taxable basis, the common shares of the capital stock of CarveOut XXXXXXXXXX to SpinCo in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco and the issuance by SpinCo to Target Amalco of SpinCo Note A, a Canadian dollar demand promissory note having a principal amount equal to the excess of the FMV of the shares transferred over the FMV of the class A common shares of the capital stock of SpinCo issued as part of this transfer.
54. CarveOut XXXXXXXXXX acquired TargetSub XXXXXXXXXX rights in inter-company debt owed by CarveOut XXXXXXXXXX in consideration for the issuance by CarveOut XXXXXXXXXX to TargetSub XXXXXXXXXX of CarveOut XXXXXXXXXX Note 1, a demand promissory note with a principal amount equal to such inter-company debt.
55. CarveOut XXXXXXXXXX transferred receivables from CarveOut XXXXXXXXXX to CarveOut XXXXXXXXXX.
(e) Transfer of CarveOut XXXXXXXXXX
56. Target Amalco transferred, on a taxable basis, the common shares of the capital stock of CarveOut XXXXXXXXXX to SpinCo in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
57. TargetSub XXXXXXXXXX transferred its minority interest in CarveOut XXXXXXXXXX to New Pubco in consideration for a nominal amount of cash.
(f) Transfer of XXXXXXXXXX Assets
58. Target Amalco transferred to SpinCo, on a taxable basis, its Target XXXXXXXXXX Assets and its Target Canada XXXXXXXXXX Assets in consideration for (i) the assumption by SpinCo of the liabilities related to the assets transferred, (ii) the issuance by SpinCo of SpinCo Note 2 to Target Amalco, and (iii) the issuance by SpinCo of one class A common share of its capital stock to Target Amalco.
59. Target Amalco transferred to New Target, on a rollover basis, all of its XXXXXXXXXX Group assets in exchange for (i) the issuance by New Target of XXXXXXXXXX common shares of its capital stock to Target Amalco, and (ii) the assumption by New Target of all of its other liabilities, including all liabilities and obligations under contracts to which Target Amalco is bound or may become bound in the future.
(g) Transfer of XXXXXXXXXX Assets
60. TargetSub Holdings transferred, on a taxable basis, to CarveOut US Holding its common shares of the capital stock of CarveOut XXXXXXXXXX and CarveOut USA in consideration for (i) the assumption by CarveOut US Holding of the liabilities related to the head office assets of TargetSub Holdings, and (ii) the issuance by CarveOut US Holding to TargetSub Holdings of CarveOut US Holding Note 1, a Canadian dollar demand promissory note having a principal amount equal to the FMV of the transferred shares over the liabilities assumed by CarveOut US Holding as part of this transfer.
61. TargetSub USA transferred to CarveOut US Holding, on a taxable basis, its preferred shares of the capital stock of CarveOut USA in consideration for the issuance by CarveOut US Holding of CarveOut US Holding Note 2, a Canadian dollar demand promissory note having a principal amount equal to the FMV of the preferred shares of the capital stock of CarveOut USA.
62. TargetSub USA transferred to CarveOut US Holding, on a taxable basis, its participation in CarveOut XXXXXXXXXX and its XXXXXXXXXX Group assets in consideration for (i) the assumption by CarveOut US Holding of the liabilities related to the assets transferred, and (ii) the issuance by CarveOut US Holding to TargetSub USA of CarveOut US Holding Note 3, a Canadian dollar promissory note having a principal amount equal to the FMV of the transferred property over the liabilities assumed by CarveOut US Holding as part of this transfer.
63. SpinCo assumed CarveOut US Holding's obligation to pay CarveOut US Holding Note 1, CarveOut US Holding Note 2 and CarveOut US Holding Note 3 in consideration for the issuance by CarveOut US Holding of XXXXXXXXXX common shares of its capital stock to SpinCo.
64. Target Amalco assumed SpinCo's obligation to pay CarveOut US Holding Note 1, CarveOut US Holding Note 2 and CarveOut US Holding Note 3 in consideration for the issuance by SpinCo to Target Amalco of SpinCo Note B, a Canadian dollar demand promissory note, and the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco having a FMV equal to the aggregate principal amount of the transferred notes less the FMV of the SpinCo Note B.
65. CarveOut XXXXXXXXXX acquired inter-company debt owing by CarveOut XXXXXXXXXX in consideration for the issuance by CarveOut XXXXXXXXXX of four demand promissory notes as follows:
65.1 CarveOut XXXXXXXXXX Note 2 issued to TargetSub XXXXXXXXXX as consideration for debt owing to TargetSub XXXXXXXXXX;
65.2 CarveOut XXXXXXXXXX Note 3 issued to TargetSub USA as consideration for debt owing to TargetSub USA;
65.3 CarveOut XXXXXXXXXX Note 4 issued to TargetSub USA as consideration for debt owing to TargetSub USA;
65.4 CarveOut XXXXXXXXXX Note 5 issued to TargetSub XXXXXXXXXX as consideration for debt owing to TargetSub XXXXXXXXXX.
66. CarveOut XXXXXXXXXX transferred receivables from CarveOut XXXXXXXXXX (except a US$XXXXXXXXXX promissory note) and CarveOut USA to the CarveOut XXXXXXXXXX.
67. CarveOut New XXXXXXXXXX assumed CarveOut XXXXXXXXXX obligation to pay CarveOut XXXXXXXXXX Note 1, CarveOut XXXXXXXXXX Note 2, CarveOut XXXXXXXXXX Note 3, CarveOut XXXXXXXXXX Note 4 and CarveOut XXXXXXXXXX Note 5 in consideration for the issuance by CarveOut XXXXXXXXXX of CarveOut XXXXXXXXXX Note A to CarveOut New XXXXXXXXXX.
68. SpinCo assumed CarveOut New XXXXXXXXXX obligation to pay CarveOut XXXXXXXXXX Note 1, CarveOut XXXXXXXXXX Note 2, CarveOut XXXXXXXXXX Note 3, CarveOut XXXXXXXXXX Note 4 and CarveOut XXXXXXXXXX Note 5 in consideration for the issuance by CarveOut New XXXXXXXXXX of XXXXXXXXXX shares of its capital stock to SpinCo.
69. Target Amalco assumed SpinCo's obligation to pay CarveOut XXXXXXXXXX Note 1, CarveOut XXXXXXXXXX Note 2, CarveOut XXXXXXXXXX Note 3, CarveOut XXXXXXXXXX Note 4 and CarveOut XXXXXXXXXX Note 5 in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
70. TargetSub USA sold CarveOut US Holding Note 3 to TargetSub Holdings in consideration for the issuance by TargetSub Holdings to TargetSub USA of TargetSub Holdings Note A, a U.S. dollar demand promissory note having a principal amount equal to the principal amount of CarveOut US Holding Note 3.
71. TargetSub USA repaid inter-company debt by transferring CarveOut US Holding Note 2 and CarveOut XXXXXXXXXX Note 4 to TargetSub XXXXXXXXXX.
72. TargetSub Holdings repaid inter-company debt owing to TargetSub XXXXXXXXXX by transferring CarveOut US Holding Note 3 to TargetSub XXXXXXXXXX.
73. TargetSub Holdings repaid inter-company debt owing to TargetSub XXXXXXXXXX by transferring CarveOut US Holding Note 1 to TargetSub XXXXXXXXXX.
74. TargetSub USA repaid a portion of inter-company debt owing to TargetSub XXXXXXXXXX by transferring CarveOut XXXXXXXXXX Note 3 to TargetSub XXXXXXXXXX.
75. TargetSub XXXXXXXXXX repaid inter-company debt owing to Target Amalco by transferring CarveOut XXXXXXXXXX Note 2, CarveOut XXXXXXXXXX Note 4, CarveOut US Holding Note 1 and CarveOut US Holding Note 2 to Target Amalco. CarveOut XXXXXXXXXX Note 2, CarveOut XXXXXXXXXX Note 4, CarveOut US Holding Note 1 and CarveOut US Holding Note 2 were cancelled, as Target Amalco became the creditor and debtor of such notes at that time.
(h) Transfer of XXXXXXXXXX IP.
76. TargetSub XXXXXXXXXX and TargetSub XXXXXXXXXX transferred, on a taxable basis, the XXXXXXXXXX IP to CarveOut XXXXXXXXXX in consideration for (i) the assumption of liabilities related to the assets transferred, and (ii) the issuance by CarveOut XXXXXXXXXX to TargetSub XXXXXXXXXX of CarveOut XXXXXXXXXX Note 6, a demand promissory note having a principal amount equal to the FMV of the XXXXXXXXXX IP less the liabilities assumed as part of this transfer.
77. CarveOut XXXXXXXXXX transferred the XXXXXXXXXX IP to CarveOut XXXXXXXXXX.
78. CarveOut New XXXXXXXXXX assumed CarveOut XXXXXXXXXX obligation to pay CarveOut XXXXXXXXXX Note 6 in consideration for the issuance by CarveOut XXXXXXXXXX to CarveOut New XXXXXXXXXX of CarveOut XXXXXXXXXX Note B, a XXXXXXXXXX demand promissory note equal to the principal amount of CarveOut XXXXXXXXXX Note 6.
79. SpinCo assumed CarveOut New XXXXXXXXXX obligation to pay CarveOut XXXXXXXXXX Note 6 in consideration for the issuance by CarveOut New XXXXXXXXXX of XXXXXXXXXX shares of its capital stock to SpinCo.
80. Target Amalco assumed SpinCo's obligation to pay CarveOut XXXXXXXXXX Note 6 in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
81. SpinCo acquired intra-group debt of CarveOut XXXXXXXXXX and CarveOut XXXXXXXXXX owing to Target Amalco in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
(i) Transfer of XXXXXXXXXX Assets
82. TargetSub XXXXXXXXXX transferred its common shares of the capital stock of CarveOut XXXXXXXXXX to SpinCo, on a taxable basis, in consideration for the issuance by SpinCo to TargetSub XXXXXXXXXX of SpinCo Note 3, a Canadian dollar demand promissory note having a principal amount equal to the FMV of the transferred shares.
83. TargetSub XXXXXXXXXX transferred, on a taxable basis, its XXXXXXXXXX division and XXXXXXXXXX division to CarveOut New XXXXXXXXXX in consideration for the issuance by CarveOut New XXXXXXXXXX to TargetSub XXXXXXXXXX of CarveOut New XXXXXXXXXX Note 1, a Canadian dollar demand promissory note having a principal amount equal to the FMV of the transferred assets.
(j) Acquisition of CarveOut XXXXXXXXXX and CarveOut XXXXXXXXXX Inter-Company Debt
84. CarveOut XXXXXXXXXX acquired inter-company debts owed by CarveOut XXXXXXXXXX and CarveOut XXXXXXXXXX in consideration for the issuance by CarveOut XXXXXXXXXX of four demand promissory notes to various Affiliates as follows:
84.1 CarveOut XXXXXXXXXX Note 7 issued to TargetSub XXXXXXXXXX as consideration for debt owing to TargetSub XXXXXXXXXX;
84.2 CarveOut XXXXXXXXXX Note 8 issued to TargetSub XXXXXXXXXX as consideration for debt owing to TargetSub XXXXXXXXXX;
84.3 CarveOut XXXXXXXXXX Note 9 issued to TargetSub XXXXXXXXXX as consideration for debt owing to TargetSub XXXXXXXXXX; and
84.4 CarveOut XXXXXXXXXX Note 10 issued to TargetSub XXXXXXXXXX as consideration for debt owing to TargetSub XXXXXXXXXX.
85. CarveOut XXXXXXXXXX transferred receivables from CarveOut XXXXXXXXXX and CarveOut XXXXXXXXXX (except a XXXXXXXXXX promissory note) to CarveOut XXXXXXXXXX.
86. SpinCo assumed CarveOut New XXXXXXXXXX obligation to pay CarveOut New XXXXXXXXXX Note 1 in consideration for the issuance by CarveOut New XXXXXXXXXX of XXXXXXXXXX common shares of its capital stock to SpinCo.
87. CarveOut New XXXXXXXXXX assumed CarveOut XXXXXXXXXX obligation to pay CarveOut XXXXXXXXXX Note 7, CarveOut XXXXXXXXXX Note 8, CarveOut XXXXXXXXXX Note 9 and CarveOut XXXXXXXXXX Note 10 in consideration for the issuance by CarveOut XXXXXXXXXX to CarveOut New XXXXXXXXXX of CarveOut XXXXXXXXXX Note C, a XXXXXXXXXX demand promissory note having a principal amount equal to the principal amount of the promissory notes assumed by CarveOut New XXXXXXXXXX.
88. SpinCo assumed CarveOut New XXXXXXXXXX 's obligation to pay CarveOut XXXXXXXXXX Note 7, CarveOut XXXXXXXXXX Note 8, CarveOut XXXXXXXXXX Note 9 and CarveOut XXXXXXXXXX Note 10 in consideration for the issuance by CarveOut New XXXXXXXXXX of XXXXXXXXXX shares of its capital stock to SpinCo.
89. Target Amalco assumed SpinCo's obligation to pay CarveOut New XXXXXXXXXX Note 1, SpinCo Note 3, CarveOut XXXXXXXXXX Note 7, CarveOut XXXXXXXXXX Note 8, CarveOut XXXXXXXXXX Note 9 and CarveOut XXXXXXXXXX Note 10 in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
90. TargetSub XXXXXXXXXX repaid inter-company debt owing to TargetSub XXXXXXXXXX by transferring SpinCo Note 3, CarveOut New XXXXXXXXXX Note 1 and CarveOut XXXXXXXXXX Note 7 in favour of TargetSub XXXXXXXXXX.
91. TargetSub XXXXXXXXXX transferred CarveOut XXXXXXXXXX Note 9 in favour of TargetSub XXXXXXXXXX in consideration for the issuance by TargetSub XXXXXXXXXX to TargetSub XXXXXXXXXX of TargetSub XXXXXXXXXX Note A, a XXXXXXXXXX demand promissory note having a principal amount equal to the principal amount of CarveOut XXXXXXXXXX Note 9.
92. TargetSub XXXXXXXXXX transferred CarveOut XXXXXXXXXX Note 8 in favour of TargetSub XXXXXXXXXX in consideration for the issuance by TargetSub XXXXXXXXXX to TargetSub XXXXXXXXXX of TargetSub XXXXXXXXXX Note 1, a XXXXXXXXXX demand promissory note having a principal amount equal to the principal amount of CarveOut XXXXXXXXXX Note 8.
93. Target Amalco repaid partially CarveOut XXXXXXXXXX Note 8 by (i) transferring to TargetSub XXXXXXXXXX the TargetSub XXXXXXXXXX Note A, TargetSub XXXXXXXXXX Note B, TargetSub XXXXXXXXXX Note C, SpinCo Note A and another promissory note of US$XXXXXXXXXX owed by CarveOut XXXXXXXXXX and (ii) issuing the Target Amalco Note A in favour of TargetSub XXXXXXXXXX .
(k) Transfer of XXXXXXXXXX Assets
94. TargetSub XXXXXXXXXX transferred to SpinCo, on a taxable basis, its common shares of the capital stock of CarveOut XXXXXXXXXX in consideration for the issuance by SpinCo to TargetSub XXXXXXXXXX of SpinCo Note 4, a demand promissory note equal to the FMV of the transferred shares.
95. Target Amalco assumed SpinCo's obligation to pay SpinCo Note 4 in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
96. TargetSub XXXXXXXXXX transferred SpinCo Note 4 to TargetSub XXXXXXXXXX in consideration for the issuance by TargetSub XXXXXXXXXX to TargetSub XXXXXXXXXX of TargetSub XXXXXXXXXX Note 2, a temporary XXXXXXXXXX demand promissory note having a principal amount equal to the principal amount of SpinCo Note 4.
97. CarveOut XXXXXXXXXX acquired inter-company debt owed to TargetSub XXXXXXXXXX by CarveOut XXXXXXXXXX in consideration for the issuance by CarveOut XXXXXXXXXX to TargetSub XXXXXXXXXX of CarveOut XXXXXXXXXX Note 11, a demand promissory note having a principal amount equal to the principal amount of inter-company debt acquired by CarveOut XXXXXXXXXX .
98. CarveOut New XXXXXXXXXX assumed CarveOut XXXXXXXXXX obligation to pay CarveOut XXXXXXXXXX Note 11 in consideration for the issuance by CarveOut XXXXXXXXXX to CarveOut New XXXXXXXXXX of CarveOut XXXXXXXXXX Note D.
99. SpinCo assumed CarveOut New XXXXXXXXXX 's obligation to pay CarveOut XXXXXXXXXX Note 11 in consideration for the issuance by CarveOut New XXXXXXXXXX of XXXXXXXXXX shares of its capital stock to SpinCo.
100. Target Amalco assumed SpinCo's obligation to pay CarveOut XXXXXXXXXX Note 11 in consideration for the issuance by SpinCo of XXXXXXXXXX class A common shares of its capital stock to Target Amalco.
101. TargetSub XXXXXXXXXX distributed CarveOut XXXXXXXXXX Note 11 to Target Amalco as a partial redemption of preferred shares. CarveOut XXXXXXXXXX Note 11 was cancelled, as Target Amalco became the creditor and debtor of such note at that time. The disposition of the preferred shares has not triggered Canadian taxes since their redemption value (denominated in Canadian dollars) was equal to the ACB of such shares to Target Amalco.
Other Carve-Out Transactions
The following transactions were effected on the Carve-Out Closing Date:
102. Target Amalco transferred to SpinCo Holdco XXXXXXXXXX, on a taxable basis, XXXXXXXXXX class A shares of the capital stock of New Pubco in consideration for the issuance by SpinCo Holdco XXXXXXXXXX of XXXXXXXXXX class A shares of its capital stock to Target Amalco.
103. In accordance with the terms and conditions of the XXXXXXXXXX Agreement, Target Amalco transferred to SpinCo Holdco XXXXXXXXXX, on a taxable basis, XXXXXXXXXX class A common shares and XXXXXXXXXX class B preferred shares of the capital stock of SpinCo (which represent, in aggregate, all of the shares of the capital stock of SpinCo) in consideration for the issuance by SpinCo Holdco XXXXXXXXXX of XXXXXXXXXX class A shares of its capital stock to Target Amalco. This transfer is subject to the Carve-Out Purchase Price Adjustment. In the event the adjustment is equal to a positive amount, SpinCo Holdco XXXXXXXXXX shall be deemed to have issued, at the time of the transfer, a promissory note to Target Amalco in the principal amount equal to such positive amount. In the event the adjustment is equal to a negative amount, Target Amalco shall transfer as at the time of the transfer, to SpinCo HoldCo XXXXXXXXXX a promissory note due by one of its Subsidiaries in the principal amount equal to such negative amount.
104. In accordance with the terms and conditions of the XXXXXXXXXX Agreement, SpinCo Holdco XXXXXXXXXX transferred to New Pubco, on a taxable basis, XXXXXXXXXX class A common shares and XXXXXXXXXX class B preferred shares of the capital stock of SpinCo (which represent, in aggregate, all of the shares of the capital stock of SpinCo) in consideration for the issuance by New Pubco of XXXXXXXXXX Class A Shares and XXXXXXXXXX Class B Shares of its capital stock to SpinCo Holdco XXXXXXXXXX . The number of Class A Shares and Class B Shares issued on the transfer, if added to the XXXXXXXXXX existing Class A Shares, was equal respectively to the number of Class A XXXXXXXXXX Shares and Class B XXXXXXXXXX Shares of the capital stock of Target Amalco outstanding and issued immediately before the Effective Date, on a fully diluted basis. This transfer is subject to the Carve-Out Purchase Price Adjustment. In the event the adjustment is equal to a positive amount, New Pubco shall be deemed to have issued at the time of the transfer, a promissory note to SpinCo HoldCo XXXXXXXXXX in the principal amount equal to such positive amount. In the event the adjustment is equal to a negative amount, SpinCo Holdco XXXXXXXXXX shall be deemed to have issued and transferred, together with the shares of the capital stock of SpinCo, a promissory note to New Pubco in the principal amount equal to such negative amount.
105. As part of the XXXXXXXXXX Agreement, the Indemnity Adjustment provides:
(i) that the Subsidiaries of Target Amalco solidarily agree to assume and to be responsible for, and to indemnify and save the SpinCo Indemnified Persons harmless of and from, to the maximum extent permitted by law, any Damages suffered by, imposed upon or asserted against any of SpinCo or the SpinCo Indemnified Persons after the Carve-Out Effective Time hereof as a result of, in respect of, or connected with, or arising out of, under, or pursuant to:
- any violation, contravention or breach of any covenant, agreement or obligation of Target Amalco, SpinCo Holdco XXXXXXXXXX Target Amalco's Subsidiaries under or pursuant to the XXXXXXXXXX t Agreement or any transfer agreement giving effect to the XXXXXXXXXX Agreement, which, by its terms, is to be performed or fulfilled after the Carve-Out Effective Time;
- the operations carried on by or on behalf of Target Amalco and its Subsidiaries prior to the Carve-Out Effective Time relating to the XXXXXXXXXX Group, including product liability, product warranty or service warranty liabilities and obligations and further including any negligence by any persons in connection with such operations;
- Taxes of Target Amalco and its Subsidiaries (other than the Subsidiaries forming part of the Carve-Out Operations) relating to their operations prior to the Carve-Out Effective Time;
- any violation, contravention or breach of any covenant, agreement or obligation of Target Amalco, or of any Subsidiaries of Target Amalco which are parties thereto, under or pursuant to the Non-Competition and Non-Solicitation Agreement or an IP license agreement; and/or
- any reinsurance payment made by CarveOut XXXXXXXXXX to insurers with respect to claims relating to the XXXXXXXXXX Group.
(ii) that New Pubco and its Subsidiaries agree to assume and to be responsible for, and to indemnify and save the Target Indemnified Persons harmless of and from, to the maximum extent permitted by law, any Damages suffered by, imposed upon or asserted against any of Target Amalco or the Target Indemnified Persons after the Carve-Out Effective Time as a result of, in respect of, or connected with, or arising out of, under, or pursuant to:
- any violation, contravention or breach of any covenant, agreement or obligation of Target Amalco and its Subsidiaries under or pursuant to the XXXXXXXXXX Agreement or any transfer agreement giving effect to the XXXXXXXXXX Agreement which, by its terms, is to be performed or fulfilled on or prior to the Carve-Out Effective Time and of any covenant, agreement or obligation of SpinCo, New Pubco and their Subsidiaries, whether it is to be performed or fulfilled prior to, on or after the Carve-Out Effective Time;
- the operations carried on by or on behalf of Target Amalco and its Subsidiaries forming part of the Carve-Out Operations prior to the Carve-Out Effective Time, relating to the Carve-Out Operations, including any product liability, product warranty or service warranty liabilities and obligations and further including any negligence by any Persons in connection with such operations;
- * Taxes of Subsidiaries of Target Amalco forming part of the Carve-Out Operations and relating to their operations carried on prior to the Carve-Out Effective Time;
- the Carve-Out Taxes in excess of $XXXXXXXXXX;
- misrepresentations in the disclosure relating to New Pubco or the Carve-Out Operations in the Circular or in any press release or other public disclosure document in relation to the transactions contemplated in the Support Agreement;
- any Damages suffered by, imposed upon or asserted against Target Amalco or its Subsidiaries in connection with the transfer to SpinCo or its Subsidiaries and the assumption by SpinCo or its Subsidiaries of all employees of the Carve-Out Operations;
- any violation by SpinCo or any of its Subsidiaries of any software licenses of Target Amalco in effect on or prior to the Carve-Out Closing Date;
- the failure of the parties to the XXXXXXXXXX Agreement to comply with any applicable bulk sales laws in respect of the transaction of purchase and sale of the assets contemplated under the XXXXXXXXXX Agreement and the transfer agreements giving effect to such agreement;
- any Damages suffered by, imposed upon or asserted against Target Amalco or any of its Subsidiaries in connection with any Non-Transferred Carve-Out Assets as a result of the failure of the parties to the XXXXXXXXXX Agreement to obtain consents; and/or
- any violation, contravention or breach of any covenant, agreement or obligation of SpinCo, or of any of its Subsidiaries which are parties thereto, under or pursuant to the Non-Competition and Non-Solicitation Agreement or the IP License Agreement.
106. New Pubco entered into the Transitional Services Agreement with Target Amalco.
107. New Pubco entered into the Non-Competition and Non-Solicitation Agreement with Target Amalco.
108. New Target, Buyerco XXXXXXXXXX and New Pubco entered into the IP License Agreement.
109. SpinCo Holdco XXXXXXXXXX reduced the stated capital of its class A shares in an amount equal to the FMV of the shares of the capital stock of New Pubco and distributed the XXXXXXXXXX Class A Shares and XXXXXXXXXX Class B Shares of the capital stock of New Pubco to Target Amalco in payment of this amount.
110. Bidco, Buyerco and Target Amalco entered into the XXXXXXXXXX Agreement.
111. Target Amalco and SpinCo entered into the Local Transfer and Transition Agreement.
Other Pre-Closing Transactions
The following transactions were effected prior to the Purchase Date:
112. Target Amalco accelerated the vesting of all Target Options outstanding in accordance with the terms and conditions of the Target Stock Option Plans.
113. Target Amalco accelerated the payment of the Units and Virtual Shares in accordance with the terms and conditions of the Virtual Shares Program and the Profit Sharing Program.
114. On XXXXXXXXXX, TargetSub XXXXXXXXXX disposed of all of its XXXXXXXXXX IP to Buyerco XXXXXXXXXX in consideration for the Buyerco XXXXXXXXXX Note.
115. New Pubco borrowed from a third party lender an amount sufficient to finance the repayment of the SpinCo Note 2 and the SpinCo Note B due by SpinCo ($XXXXXXXXXX).
116. New Pubco made a loan of $XXXXXXXXXX to SpinCo.
117. SpinCo transferred $XXXXXXXXXX to Target Amalco to repay amounts owing by SpinCo to Target Amalco under SpinCo Note 2 and SpinCo Note B.
118. At XXXXXXXXXX on the Effective Date, the holders of Units and Virtual Shares became entitled to a payment from Target Amalco, subject to applicable withholding Taxes, of an amount calculated in accordance with the Virtual Shares Program and the Profit Sharing Program. Target Amalco terminated the Virtual Shares Program and the Profit Sharing Program at that time.
119. Buyerco made a loan of $XXXXXXXXXX to Buyerco XXXXXXXXXX, which loan was evidenced by an interest-bearing promissory note.
120. Buyerco XXXXXXXXXX transferred $XXXXXXXXXX to TargetSub XXXXXXXXXX as payment of the Buyerco XXXXXXXXXX Note.
121. As part of the acquisition by Bidco of the Target Shares, Target Amalco effected a series of transactions the purpose of which was to repay in full certain amounts owing by it and its Affiliates prior to the Purchase Time to a third-party lender. The financing provided by the third-party lender was originally used by Target Amalco and certain of its Affiliates to finance Target Amalco's XXXXXXXXXX operations. The repayment of such third-party debts was financed in part by an amount transferred by SpinCo to Target Amalco in paragraph 117 and in part by loans made by Bidco to Target Amalco. As a result of these transactions, Target Amalco's XXXXXXXXXX financing structure was no longer required and steps were taken to unwind the structure including the repayment by Target Amalco of CarveOut US Holding Note 3, CarveOut XXXXXXXXXX Note 3 and CarveOut XXXXXXXXXX Note 5.
Funding of Bidco
The following transactions were effected on the Carve-Out Closing Date.
122. Buyerco borrowed from a third party lender an amount sufficient to pay the aggregate Purchase Price and other expenses related to the acquisition.
123. Buyerco made a loan in the amount of $XXXXXXXXXX to Buyerco US, which loan was evidenced by an interest-bearing promissory note.
124. Buyerco made a loan in the amount of $XXXXXXXXXX to Bidco, which loan was evidenced by an interest-bearing promissory note.
125. Buyerco US subscribed for XXXXXXXXXX preferred shares of the capital stock of Bidco in consideration for $XXXXXXXXXX.
126. Bidco made a loan in the amount of $XXXXXXXXXX to Target Amalco which loan was evidenced by a non-interest bearing promissory note.
127. Target Amalco transferred $XXXXXXXXXX to TransferCo for purposes of effecting the payments to holders of Options, Units and Virtual Shares of Target Amalco, the whole as further described in paragraphs 132 and 118 respectively.
128. Bidco transferred $XXXXXXXXXX to TransferCo in contemplation of the payment of the Purchase Price for the Class A XXXXXXXXXX Shares and the Class B XXXXXXXXXX Shares of the capital stock of Target Amalco, the whole as further described in paragraph 138 below.
The following transactions were effected on the Effective Date:
129. Buyerco subscribed for XXXXXXXXXX common shares of the capital stock of Bidco in consideration for $XXXXXXXXXX.
130. Bidco made a loan in the amount of $XXXXXXXXXX to Target Amalco, which loan was evidenced by a non-interest-bearing promissory note.
131. Target Amalco repaid in full the following promissory notes owing to TargetSub XXXXXXXXXX by transferring $XXXXXXXXXX to TargetSub XXXXXXXXXX: SpinCo Note 1, SpinCo Note 3, SpinCo Note 4, CarveOut XXXXXXXXXX Note 1, CarveOut XXXXXXXXXX Note 6, CarveOut XXXXXXXXXX Note 7, CarveOut XXXXXXXXXX Note 8, CarveOut XXXXXXXXXX Note 9, CarveOut XXXXXXXXXX Note 10 and CarveOut New XXXXXXXXXX Note 1.
Arrangement and Acquisition of Target Amalco by Bidco
The following transactions were effected on the Effective Date in accordance with the Arrangement.
132. At XXXXXXXXXX on the Effective Date, the holders of Target Options became entitled to a payment from Target Amalco, if requested by such holders and subject to applicable withholding Taxes, of (A) a cash amount equal to the excess, if any, of (y) the product of the number of Class A XXXXXXXXXX Shares underlying the Options held by such holder and the Purchase Price over (z) the sum of the exercise price for the Target Shares underlying the Target Options held by such holder, and (B) one New Pubco XXXXXXXXXX Share for each Target Option.
133. Immediately after the previous step, Target Amalco terminated the Target Stock Option Plans.
134. At XXXXXXXXXX on the Effective Date, Target Amalco reduced (i) the stated capital of the Class A XXXXXXXXXX Shares in an aggregate amount of $XXXXXXXXXX and (ii) the stated capital of the Class B XXXXXXXXXX Shares in an aggregate amount of $XXXXXXXXXX, which reductions of capital were satisfied by the distribution of a fraction of the Class A Shares of the capital stock of New Pubco, to holders of Class A XXXXXXXXXX Shares, and Class B Shares of the capital stock of New Pubco, to holders of Class B XXXXXXXXXX Shares, that had a FMV equal to such aggregate amounts. Subsection 84(2) applied, and subsection 84(4.1) did not apply, to the distribution described in this paragraph.
135. At XXXXXXXXXX on the Effective Date, Target Amalco declared a dividend. This dividend was satisfied by distributing the remaining portion of the Class A Shares of the capital stock of New Pubco, to holders of Class A XXXXXXXXXX Shares, and Class B Shares of the capital stock of New Pubco, to holders of Class B XXXXXXXXXX, in payment of these amounts. The dividend paid on the Class A XXXXXXXXXX Shares had an aggregate amount of $XXXXXXXXXX and the dividend paid on the Class B XXXXXXXXXX Shares had an aggregate amount of $XXXXXXXXXX.
136. As a consequence of the payments referred to in paragraphs 134 and 135, Target Amalco transferred Class A Shares and Class B Shares of the capital stock of New Pubco to the Target Shareholders as follows:
(a) one Class A Share of the capital stock of New Pubco for each Class A XXXXXXXXXX Share of the capital stock of Target Amalco; and
(b) one Class B Share of the capital stock of New Pubco for each Class B XXXXXXXXXX Share of the capital stock of Target Amalco.
The following transactions were effected on the Purchase Date:
137. At XXXXXXXXXX on the Purchase Date, the attributes of the Target Shares were amended to effect the transfer of the Target Shares to Bidco, upon request from Bidco or the Target Shareholders in accordance with the terms and conditions of the XXXXXXXXXX Agreement and as contemplated by the Arrangement. The Target Shares, as then amended, authorized Target, on behalf of the Target Shareholders, to request the transfer of the Target Shares to Bidco in accordance with the terms and conditions of the XXXXXXXXXX Agreement and as contemplated by the Arrangement.
138. At the Purchase Time, each Target Share were transferred to Bidco in accordance with the terms and conditions of the XXXXXXXXXX Agreement and as contemplated by the Arrangement in consideration for the Purchase Price payable in cash.
At the time Bidco acquired control of Target Amalco, Target Amalco held the shares of the capital stock of the XXXXXXXXXX Group Corporations as capital properties.
Further to the transaction described in this paragraph, Target Amalco became a Subsidiary Wholly-Owned Corporation of Bidco.
Post-Acquisition Transaction
139. The Target Shares were delisted from the XXXXXXXXXX Stock Exchange on XXXXXXXXXX.
PROPOSED TRANSACTIONS
140. Target Amalco will be wound-up into Bidco in such a manner that all the property of Target Amalco (XXXXXXXXXX ) will be acquired by Bidco and all of its liabilities will be assumed by Bidco. Such winding-up is referred to herein as the Target Winding-Up. The provisions of subsection 88(1) will apply to the Target Winding-Up.
141. In connection with the Target Winding-Up, in its return of income for the taxation year in which Target Amalco will be wound up, Bidco will designate an amount under the provisions of paragraph 88(1)(d) to increase, within the limits described in paragraph 88(1)(d), the cost of the capital properties (XXXXXXXXXX ) (other than "ineligible property") of Target Amalco that Target Amalco owned without interruption at and since the time Bidco last acquired control of Target Amalco as described in paragraph 138, and that will be distributed to Bidco on the Target Winding-Up described in paragraph 140.
142. Bidco will transfer to Buyerco the corporations, XXXXXXXXXX, other than corporations resident in Canada and shares of the capital stock of TargetSub Holdings. Such transfer will be effected through a repayment of all (or a portion) of the outstanding promissory notes owed by Bidco to Buyerco and, if necessary, by a reduction of the paid-up capital of the common shares of the capital stock of Bidco, or by a partial redemption of those shares.
TargetSub Holdings will be transferred by Bidco to Buyerco US through a reduction of the paid-up capital of the preferred shares of the capital stock of Bidco, or by a redemption of those shares.
143. The federal business number of the parties referred to herein, the location of the tax services office and taxation centre where their returns are filed, and the address of their head office are as follows:
XXXXXXXXXX
- Business Number: XXXXXXXXXX
- Tax Services Office: XXXXXXXXXX
- Taxation Centre: XXXXXXXXXX
- Head office: XXXXXXXXXX
- Executive office: XXXXXXXXXX
XXXXXXXXXX
- Business Number: XXXXXXXXXX
- Tax Services Office: XXXXXXXXXX
- Taxation Centre: XXXXXXXXXX
- Address: XXXXXXXXXX
PURPOSES OF THE PROPOSED TRANSACTIONS
144. The purpose of the Proposed Transactions is to step-up the ACB of the shares of the capital stock of the XXXXXXXXXX Group Corporations so they can be distributed by Bidco and integrated into Buyerco's operations to the extent that such integration is reasonable from a commercial and operational perspective.
RULINGS GIVEN
Provided that the preceding statements constitute a complete and accurate disclosure of all relevant Facts, Proposed Transactions and the Purposes of the Proposed Transactions, and provided that the Proposed Transactions are completed in the manner described above, we confirm the following:
A. The provisions of subsection 88(1) will apply to the Target Winding-Up as described in paragraph 140 such that, for purposes of the Act, and provided that no property acquired by Bidco on the Target Winding-Up or "any property acquired by any person in substitution therefore" (within the meaning of that phrase for the purposes of clause 88(1)(c)(vi)(B)) is acquired by any person described in any of subclauses 88(1)(c)(vi)(B)(I), (II), or (III) (on the assumption that the "subsidiary" referred to in those subclauses is Target Amalco and the "parent" is Bidco) as part of the series of transactions or events that includes the Proposed Transactions described herein, the cost to Bidco of each property owned by Target Amalco at the time Bidco acquired control of Target Amalco and that will be distributed to Bidco on the Target Winding-Up, will be deemed by paragraph 88(1)(c) to be the cost amount of such property plus, provided that such property is capital property, but not depreciable property, the amount designated by Bidco under paragraph 88(1)(d) in respect of the property as described in Paragraph 141.
For greater certainty, property that will be distributed to Bidco on the Target Winding-Up will not be ineligible property for the purposes of paragraph 88(1)(c) solely as a result of any of the Facts or Proposed Transactions described herein.
B. The provisions of subsection 245(2) will not be applied as a result of the Facts or Proposed Transactions, in and by themselves, to redetermine the tax consequences confirmed in the ruling given above.
The above rulings are given subject to the limitations and qualifications set forth in Information Circular 70-6R5 issued on May 17, 2002, and are binding on the CRA provided that the proposed transactions are completed before XXXXXXXXXX
The above rulings are based on the Act in its present form and do not take into account any proposed amendments to the Act, which if enacted, could have an effect on the rulings provided herein.
Nothing in this ruling should be construed as implying that the CRA has agreed to or reviewed:
(a) the determination of the FMV or ACB of any property referred to herein, or the paid-up capital in respect of any share referred to herein;
(b) the undepreciated capital cost of any depreciable property referred to herein;
(c) the amount of any non-capital loss, net capital loss or any other amount of any corporation referred to herein;
(d) any provincial tax consequences of the proposed transactions; or
(e) any tax consequences relating to the Facts and Proposed Transactions described herein other than those specifically confirmed in the rulings given above.
An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover.
Yours truly,
XXXXXXXXXX
for Director
Reorganizations and Resources Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch
All rights reserved. Permission is granted to electronically copy and to print in hard copy for internal use only. No part of this information may be reproduced, modified, transmitted or redistributed in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, or stored in a retrieval system for any purpose other than noted above (including sales), without prior written permission of Canada Revenue Agency, Ottawa, Ontario K1A 0L5
© Her Majesty the Queen in Right of Canada, 2007
Tous droits réservés. Il est permis de copier sous forme électronique ou d'imprimer pour un usage interne seulement. Toutefois, il est interdit de reproduire, de modifier, de transmettre ou de redistributer de l'information, sous quelque forme ou par quelque moyen que ce soit, de facon électronique, méchanique, photocopies ou autre, ou par stockage dans des systèmes d'extraction ou pour tout usage autre que ceux susmentionnés (incluant pour fin commerciale), sans l'autorisation écrite préalable de l'Agence du revenu du Canada, Ottawa, Ontario K1A 0L5.
© Sa Majesté la Reine du Chef du Canada, 2007
Email this Content