GWRC/GWRI -- summary under Outbound mergers

Overview. The sole asset of GWRC is a 48% equity interest in GWRI. In order to take advantage of a term of bonds previously issued by GWRI, which permits their refinancing if GWRI engages in a public offering, it is proposed that GWRC be merged into GWRI under the Delaware corporate law (but as authorized under a B.C. Plan of Arrangement), with GWRI as the survivor – following which a public offering by GWRI would be completed. In light of s. 128.2(2), the merger is expected to trigger asset dispositions under s.

Home Capital -- summary under Share Offer

Overview. Home Capital is proposing to repurchase approximately 6% of its outstanding Shares under a Dutch auction at a price of between $34.00 and $38.00 per Share. Deemed dividends will result, as the paid-up capital per Share is around $1.29. “It is a term of the Offer that for the purposes of subsection 191(4) of the Tax Act, the ‘specified amount’ in respect of each Share will be an amount equal to the closing trading price for the Shares on the TSX on the Expiration Date. "

Slate REIT -- summary under Units

Overview. Slate Retail REIT is making a rights offering to the holders of its units (including the holders of exchangeable units in subsidiary LPs) to acquire REIT units at a discount to their pre-announcement trading price. The rights will be tradeable on the TSX. CRA likely would accept there would be no consequences of the distribution of the rights to the unitholders other than under the s. 49 rules.

TransForce -- summary under Share Offer

Overview. TransForce is proposing to repurchase approximately 11% of its outstanding common shares under a modified Dutch auction at a price of between $19.00 and $22.00 per share. Deemed dividends will result, as the paid-up capital per share is around $7.96. “For the purposes of subsection 191(4)… the "specified amount" in respect of each Share will be $19.61."

Lowe’s/RONA -- summary under Canadian Buyco

Overview. It is proposed that RONA will be acquired by Lowe’s Canada (the Nova Scotia ULC operating subsidiary of Lowe’s, a North Carolina public corporation) under a Quebec Plan of Arrangement. The Common Shareholders of RONA (other than dissenting shareholders) will receive $24.00 in cash for each Common Share and, subject to approval of the Arrangement by the Preferred Shareholders, the Preferred Shareholders (other than dissenting shareholders) will receive $20.00 in cash (together with accrued and unpaid dividends) for each Preferred Share.

Lowe’s/RONA -- summary under unattached

Overview. It is proposed that RONA will be acquired by Lowe’s Canada (the Nova Scotia ULC operating subsidiary of Lowe’s, a North Carolina public corporation) under a Quebec Plan of Arrangement. The Common Shareholders of RONA (other than dissenting shareholders) will receive $24.00 in cash for each Common Share and, subject to approval of the Arrangement by the Preferred Shareholders, the Preferred Shareholders (other than dissenting shareholders) will receive $20.00 in cash (together with accrued and unpaid dividends) for each Preferred Share.

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