Search - 制暴无限杀机 下载

Alamos/Aurizon-- summary under Unsolicited Bids (corporate) Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Unsolicited Bids (corporate) Cash or share bid of Alamos for Aurizon Offer Each holder of common shares of (TSX- and NYSE-listed) Aurizon may elect to receive $4.65 per share in cash or 0.2801 of an Alamos share for each Aurizon share deposited under the offer (which is conditional, inter alia, on 66 2/3% of the issued and outstanding Aurizon shares (calculated on a fully-diluted basis) being tendered), except that the total amount of cash available under the offer is limited to $305M, and the total number of Alamos shares issuable under the offer is limited to 23.5M shares. ...

Brilliant Resources-- summary under Ss. 84(4.1)(a) and (b) distributions of proceeds Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Ss. 84(4.1)(a) and (b) distributions of proceeds Stated capital distribution by Brilliant Resources of cash expropriation proceeds in reliance on s. 84(4.1) Return of Capital The stated capital account maintained by the Corporation in respect of its Common Shares will be reduced by an amount equal to $0.145 multiplied by the number of Common Shares issued and outstanding as at the Return of Capital Record Date. ...

Sprott/Central GoldTrust-- summary under Bullion Fund Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Section 132.2 Mergers- Bullion Fund Mergers Merger of Central GoldTrust into Sprott Physical Gold Trust using bonus units Overview On December 7, 2015, Sprott Asset Management Gold Bid LP (“SAM,” or the “Offeror”) delivered to GoldTrust a power of attorney granted under its offer described below under Background removing all the Trustees (other than the Administrator Nominee), and requisitioning a meeting to approve the merger transaction below. ...

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

Lowe’s/RONA-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Lowe’s acquisition of RONA through exisiting Nova Scotia ULC Overview. ...

Power/Lumenpulse-- summary under Privatizations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Privatizations cash consideration for majority public shareholders and a share-for-share exchange for 38% of shareholders Overview Under the proposed privatization of the Corporation pursuant to a CBCA Plan of Arrangement, the public shareholders would receive cash for their common shares, and the specifically-listed “Rollover Shareholders” (holding 38% of the common shares) would receive common shares of the newly-incorporated purchaser, which is an indirect subsidiary of Power Corporation of Canada. ...

Aurora/ CanniMed-- summary under Unsolicited Bids (corporate) Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Unsolicited Bids (corporate) capped all-share offer of Aurora for CanniMed Overview The Aurora share-for-share offer for CanniMed (another TSX-listed cannabis company, 38% of whose shares have been locked up) is capped at a value per CanniMed share of $24.00, so that if there is appreciation in the Aurora shares above this cap, the exchange ratio will be reduced accordingly. ...

Newmont/Goldcorp-- summary under Direct Target Acquisition Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Direct Target Acquisition Newmont is proposing to acquire Goldcorp directly on a non-rollover basis both in Canada and the U.S. ...

Intergeo/Mercator-- summary under Reverse takeovers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Reverse takeovers Reverse takeover of Mercator by Intergeo with restricted board nominations rights and puts issued on s. 86 reorg Overview Intergeo (a British Virgin Islands subsidiary of a BVI holding company, Daselina, of a Russian billionaire) which unsuccessfully attempted to go public two years ago, is effecting a reverse (share-for-share exchange) takeover of TSX-listed Mercator pursuant to a BCBCA Plan of Arrangement, with Daselina subscribing U.S.$100M for Mercator shares, so that Daselina will own approximately 85% of the post-reorganization Mercator (a.k.a., the Resulting Issuer) and the Resulting Issuer will own 100% of Intergeo. One Special Share will be issued to each of Daselina and another BVI company with a minor common share holding in the Resulting Issuer (Kirkland), which will provide that they have the right to nominate only three of the nine board members (but with the other six being nominated by the board itself) – but also give them veto rights on major decisions. ...

Rio Alto/Sulliden-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share S. 86 spin-off of Quebec property of Sulliden, and its acquistion on share-for share exchange by Rio Alto and amalgamation with Rio Alto subsidiary as a s. 368(a) reorg Overview Following the spin-off of SpinCo on a s. 86 reorg of Sulliden on the basis of 0.10 of a SpinCo Share for each (common) Sulliden Share, all of the outstanding Sulliden Shares will be exchanged for (common) Rio Alto Shares on the basis of 0.525 of one Rio Alto share for each Sulliden Share. ... Sulliden will subscribe for $25M of additional SpinCo Shares in cash – or as to $15M in cash and as to $10M trough the transfer of the Rio Alto acquired in 5; Sulliden Options will be exchanged for Sulliden Class A Options and 0.10 of a SpinCo Option; Following the amendment of the authorized share capital of Sulliden to redesignate the Sulliden Shares as Class B Shares (common shares with one vote per share) and create Class A Shares (common shares with two votes per share), Sulliden shall undertake a reorganization of capital whereby each outstanding Class B Share will be exchanged with Sulliden for one Class A Share and 0.10 of a SpinCo Share; Each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will be transferred to Rio Alto for 0.525 of a Rio Alto Share; Each Sulliden Class A Option shall be exchanged for a Rio Alto Replacement Option; Each Class A Share held by Rio Alto will be transferred to Rio Alto Newco in consideration of the issue by Rio Alto Newco to Rio Alto of one common share of Rio Alto Newco for each Class A Share so transferred; Rio Alto NewCo and Sulliden shall amalgamate to form Amalco with the same effect as if they had amalgamated under Section 177 of the OBCA.; and The terms of the Sulliden Warrants will be consequentially adjusted. ...