Pursuant to a Plan of Arrangement under s. 193 of the ABCA, the jurisdiction of incorporation of Gastar will be changed from Alberta to Delaware by way of a domestication under s. 388 of the Delaware General Corporation Law ("DGCL") – so that its existence as a corporation will be deemed to have commenced on December 22, 2005, the date of original incorporation under the ABCA. Gastar will delist from the TSX.
In order to merge the car rental business of Adreca, a private Delaware corporation, with the car rental business of FSNA, a TSXV-listed CBCA corporation, Adreca will be merged into a subsidiary of FSNA with Adreca as the survivor, and FSNA, following its continuance from Canada to Delaware ("New FSNA"), will then be merged with Adreca, with New FSNA as the survivor.
For a more detailed summary, see under Cross-Border Mergers - Outbound - Continuance and Merger.
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).
Unitholders receive one right for each unit. Three units entitle the holder to acquire one unit at a subscription price of $9.00 per unit corresponding to 91% of the closing price of the units on the TSX on December 18, 2012 (the "Basic Subscription Right") - to raise $37.39M net. Holders of rights who have exercised their rights under the Basic Subscription Right are entitled to subscribe pro rata for any units not purchased initially under the rights. The rights expire on 28 January 2013.
