It is proposed that a newly-formed Irish company (New Endo) will become the publicly-traded holding company for two public companies: Endo (a US public company) and Paladin (a Canadian pubic company). This is anticipated to avoid the U.S. anti-inversion rules in Code s. 7874 by virtue inter alia of the former Paladin shareholders holding more than 20% of the shares of New Endo (i.e., approximately 22.6%, corresponding to 35.4M ordinary shares).
It is contemplated that under an Alberta Plan of Arrangment, Celtic 5% convertible unsecured debentures will be converted into around 8.8M Celtic shares, based on the computation of a make-whole premium and the holders of the Celtic shares will receive $24.50 in cash and 1/2 Kelt share for each Celtic share. The cash consideration alone represents a 35% premium. Kelt will be a TSX-listed junior oil and gas exploration and production company. A private placement fo Kelt shares is expected to close immediately after the Plan of Arrangement.
LREIT used all of the net cash proceeds of a property sale to pay down debt. In order to distribute its resulting capital gain of $29.6 million, it will make a special distribution on all its units on December 31, 2015 to be paid by the issuance of units – except that the amount of the special distribution will be reduced to take into account LREIT's operating loss for 2015 and a 2014 non-capital loss. The number of outstanding units then will be consolidated so that each unitholder will end up with the same number of units as before.
Alpha and Fission (both TSXV-listed, and ABCA and CBCA corporations, respectively) will be transferring various (mostly uranium) exploration assets to Alpha Spinco and Fission Spinco and spinning-them off (per the s. 86 rules) under ABCA and CBCA Plans of Arrangement (the Alpha Arrangement and Fission Arrangement), with each Alpha share then being transferred to Fission under the Alpha Arrangement for 5.725 Fission common shares and nominal cash (so that no rollover treatment obtains unless a s. 85 election is filed).
