Search - 侵犯公民个人信息罪 交易明细 计算条数

Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Delaware etc. Mergers acquisition of Polycom by Mitel in Delaware merger for cash and Mitel shares Overview The acquisition of Polycom, a NASDAQ-listed U.S. corporation by Mitel (a TSX and NASDAQ-listed Canadian corporation) in a Delaware merger (in which an indirect Delaware sub of Mitel (“Merger Sub”) is merged into Polycom, with Polycom as the survivor) is structured so that it will be treated for accounting purposes as a purchase by Mitel and as not causing Mitel to be deemed to be a U.S. corporation under Code s. 7874 – even though the market cap of Polycom is almost 50% greater than that of Mitel. ... The following is a preliminary estimate of the purchase price for the Polycom acquisition: Estimated Preliminary Fair Value Preliminary fair value estimate of cash consideration to be paid to Polycom stockholders (a) $ 423.1 Preliminary fair value estimate of share consideration to be paid to Polycom stockholders (b) 1,240.0 Preliminary fair value estimate of cash consideration to be paid to holders of Polycom RSUs and Performance Shares (c) 21.2 Preliminary fair value estimate of RSUs and Performance Shares to be issued by Mitel to replace outstanding Polycom RSU and Performance Shares (d) 74.2 1,758.5 Less: fair value of RSUs and Performance Shares attributable to post-combination services (d) (68.7) Estimated purchase price $ 1,689.8 Mitel cash funding Mitel expects to fund the cash portion of the consideration in the merger, and the refinancing of its existing credit facilities and those of Polycom, using a combination of cash on hand from the combined businesses and proceeds from new financing and has received debt commitments from Bank of America, N.A. in an aggregate principal amount of $1.085 billion. ...

Element/ECN Capital-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Butterfly spin-off by Element of ECN Capital and merger with IAC Overview Element Financial will be spinning off its commercial finance business as ECN Capital pursuant to a butterfly for which it did not apply for a ruling. ... The following shares (all listed) are outstanding: Common Shares- 385,798,160; Preferred Shares – Series A, C, E and G, respectively: 4,600,000, 5,126,400, 5,321,900 and 6,900,000. ... Element expects that a " when issued " or "if, as and when issued" market for the ECN Capital Common Shares and the Element Common Shares (which will be Element Fleet Common Shares after the Effective Date of the Element Arrangement) will be made available on the TSX two trading days prior to the Distribution Record Date until the opening of trading on the first trading day following the Distribution Payment Date. ...

For full summary see under Subsidiary S. 132.2 Mergers – Subtrust Elimination. ...

Abbastar-- summary under S. 84(2) spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 84(2) spin-offs Abbastar spins-off Anacott, Brunello, Sparz and Teldar Plan of arrangement The circular contemplates the spin-off by Abbastar of four newly-formed junior mining companies, via., Anacott, Brunello, Sparz and Teldar. ...

Suncor/COS-- summary under Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Triangular Amalgamations Triangular amalgamation squeeze-out of minority shareholders of Canadian Oil Sands in exchange for Suncor shares Overview. ...

Cortland/Pure Multi-Family-- summary under LP Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- LP Acquisitions It is proposed that an LLC (the “Purchaser”) that is an affiliate of a third party (Cortland) acquire for cash all the (listed) Class A units and (unlisted but convertible) Class B units of Pure Multi-Family REIT LP (“Pure Multi-Family”). ...

Dundee/DREAM-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Dundee butterfly spin-off of DREAM (holding 50% of Dundee Realty) Overview Dundee, which has a 70% interest in Dundee Realty, and is controlled by Ned Goodman due to a multiple voting share structure, will spin-off an approximate 50% interest in Dundee Realty to its shareholders through a butterfly reorganization, so that such shareholders will hold comparable common and subordinate voting shares of a new Ontario public company, DREAM- and so that DREAM also will be controlled by Ned Goodman. ... Plan of Arrangement Under the Plan of Arrangement: the terms of the stock options to acquire Dundee subordinate voting shares will be adjusted so that there is a right on exercise to also be paid a fraction of a DREAM subordinate voting share Dundee will transfer its common shares of Dundee Realty to Holdco in consideration for Holdco common shares (s. 85(1) election) REIT Amalco (a subsidiary of Dundee holding Dundee Realty Class C shares) will transfer such shares to Holdco in consideration for Holdco common shares (s. 85(1) joint election) Dundee dissenting shareholders will be deemed to have transferred their shares to Dundee each Dundee common share, subordinate voting share and Series 1 Preference Share will be exchanged for two shares – one of them a "butterfly" share, and the other corresponding in various attributes to the "old" share; TSX listings become effective holders of Dundee DSUs will receive "top-up" DSUs each Dundee butterfly share will be transferred by the holder to DREAM in exchange for a DREAM common, subordinate voting or special share (confusingly, also called a butterfly share), as the case may be Dundee will transfer to DREAM Sub such number of Holdco common shares as will result in it having, at the completion of the Arrangement, an aggregate 28.57% interest in the DREAM subordinate voting and common shares in consideration for 1,000,000 common shares of DREAM Sub (s. 85(1) joint election) DREAM Sub will purchase the 1,000,000 common shares for cancellation in consideration for the DREAM Sub Note, and will be deemed to have designated the resulting deemed dividend to be an eligible dividend DREAM Sub will be wound up into DREAM Dundee will redeem the Dundee butterfly shares in consideration for the issuance of a demand note (the Dundee Note) Dundee will repay the Dundee Note by delivering the DREAM Sub Note; and DREAM will repay the DREAM Sub Note by delivering the Dundee Note DREAM and Holdco will be amalgamated, so that the Holdco common shares held by DREAM will be cancelled, the Holdco common shares held by Dundee and REIT Amalco will be converted into DREAM subordinate voting shares (to be listed), the issued and outstanding DREAM subordinate voting and common shares will survive, and each holders of a DREAM butterfly share will receive a DREAM preference share (to be listed) the Exchange and Permitted Sales Agreements will become effective Permitted Sales Agreement Upon the earlier of a specified triggering event (e.g., the termination of Michael Cooper without cause, incumbent diretors of (amalgamted) DREAM ceasing to constitute a majority or persons other than Goodman/Cooper acquiring control of DREAM), SDC may require DREAM to either (i) purchase all of SDC's shares of Dundee Realty or (ii) cause the sale of all of those shares, or the liquidation of Dundee Realty (the choice among these option's being Dundee Realty‘s). ... Butterfly Completion of the Arrangement is conditional on Dundee and DREAM receiving a Canadian tax opinion from Wilson & Partners LLP that the Arrangement should qualify for butterfly treatment. ...

Trez Capital-- summary under Corporate Liquidations Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Liquidations- Corporate Liquidations orderly winding-up of mortgage investment corporation Overview The Corporation, a TSX-listed mortgage investment corporation, is proposing to maximize shareholder value through an “orderly wind-up plan,” under which it will allow its mortgages to mature or sell them before maturity at par. ... Orderly Wind-Up Plan The Orderly Wind-Up Plan will be implemented through a combination of the following actions: (i) allowing the mortgages in the Corporation's portfolio to expire at their scheduled maturities; (ii) selling mortgages in the Corporation's portfolio at par prior to their scheduled maturities; and (iii) in addition to or in lieu of the foregoing, by effecting other transactions, as determined by the Investment & Capital Management Committee, of the Corporation in its discretion. Net cash proceeds from the monetization of loans will be distributed to Shareholders in a manner that is in the best interests of Shareholders as recommended by the Investment & Capital Management Committee and approved by the Board. ...

It will effectively migrate to the UK under an Alberta Plan of Arrangement under which there will be a triangular exchange of shares with a newly-formed UK company (Bacanora UK) and a wholly-owned Alberta sub of Bacanora UK (Acquireco), so that the Bacanora Canada shareholders transfer their shares to Acquireco, Acquireco issues shares to Bacanora UK and Bacanora UK issues shares to the Bacanora Canada shareholders – with Bacanora Canada and Acquireco then amalgamating. This exchange will occur on a taxable basis for Canadian purposes – and the AIM qualifies as a designated exchange for RRSP eligibility purposes. ... Any Bacanora Canada Shareholder who, either alone or together with persons connected with him, holds more than 5% of Bacanora Canada Shares is advised that clearance has been sought from HM Revenue & Customs under section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the Arrangement. ...

Blackstone/Pure Industrial-- summary under Trust Acquisitions by Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions by Corporations 2-stage unit take-up and bump of U.S. ... All but the units of the 175 smallest unitholders (holding at least 100 units) will be acquired in the first tranche – and then, 60 seconds later, the units of the remaining 175 unitholders will be acquired. ... Roughly ¼ of the REIT’s properties are U.S. properties which are held in a U.S. private REIT subsidiary of a B.C. holding company (“CanCo SPV”) that, in turn, is held by the REIT. ...