Search - consideration

On January 17, 2016, following negotiations, Suncor and the Corporation entered into a Support Agreement in which Suncor agreed to increase the consideration to 0.28 of a Suncor Share. ... U.S. tax considerations. Suncor intends for the previous offer, the Amalgamation and the subsequent amalgamation between Amalco and Holdco, taken together (the "exchange transaction"), to be treated as a reorganization within the meaning of Code s. 368(a). ...

The granting of fresh options by Holdco to optionholders is expressed to be part consideration for the distribution. ... Each Nuvo Butterfly Share acquired by a Resident Shareholder pursuant to the Arrangement will be transferred by the Resident Shareholder to Crescita in consideration for the issuance to the particular Resident Shareholder of one Crescita Common Share. ... U.S. tax considerations. S. 355. Code s. 355 requires that (in addition to the Arrangement being treated as a distribution of the stock of Crescita Common Shares notwithstanding its form as a series of transactions other than a distribution): the transaction be effected for one or more corporate business purposes; the transaction not be used "principally as a device for the distribution of the earnings and profits" of Nuvo or Crescita; and that both Nuvo and Crescita continue to be engaged after the transaction in one or more trades or businesses actively conducted by Nuvo or its subsidiaries throughout the 5-year period ending on the date of the deemed distribution. ...

The consideration for each Aurizon share is (i) cash of $4.75 per share (the "Cash Consideration"), or (ii) 0.9953 of a Hecla share (the "Share Consideration"), or (iii) $3.11 in cash and 0.3446 of a Hecla share (the "Cash and Share Consideration"). ... Although Aurizon shareholders will be able to elect between consideration alternatives, the total cash and share consideration will be limited to $513.6M and 57M Hecla shares (so that if all shareholders elected for the Cash Alternative or the Share Alternative, each shareholder would effectively receive the Cash and Share Consideration). ... Under the Arrangement, the consideration will consist of approximately 35% share consideration and 65% cash consideration. ...

Angle shareholders are given a choice of $3.85 per share cash (the "Cash Consideration"), or 0.4734 of a Bellatrix share (the "Share Consideration") per Angle share, subject to the overall cash/share proportion being fixed at 22% (cash) and 78% (shares). ... Each outstanding Angle share will be transferred to Bellatrix for the Cash Consideration or Share Consideration, subject to pro-ration based on the aggregate Cash Consideration being fixed at $69.7M and provided that where an Angle. shareholder, who has received both Share Consideration and Cash Consideration, makes a valid s. 85(1) or (2) election, it "shall be deemed to have transferred all of such holder's Angle Shares to Bellatrix as a single transaction for consideration consisting of the combination of Bellatrix Shares and cash received under this Plan. ... In the absence of an s. 85 election, the exchange will occur on a non-rollover basis except (under s. 85.1) where only Share Consideration is received. ...

The consideration for each Orko share is (i) cash of $2.60 per share plus 0.01118 of a cashless exercise warrant (a "Warrant"), with a term of four years, and representing an entitlement to receive an amount based on a strike of US$30 per Coeur share, and with such value paid in Coeur shares (collectively, the "Cash Consideration"), or (ii) 0.1118 of a Coeur share and 0.01118 of a Warrant (collectively, the "Share Consideration"), or (iii) $0.70 in cash, 0.0815 of a Coeur share and 0.01118 of a Warrant (collectively, the "Cash and Share Consideration"). This consideration represents a premium of 71% to the Orko share price before the previous First Majestic offer. Although Orko shareholders will be able to elect between consideration alternatives, the total cash and share consideration will be limited to $100,000,000 and 11,584,187 Coeur shares. ...

Lumina shareholders are given a choice of $10.00 per share cash (the "Cash Consideration"), 0.4348 of a First Quantum share plus $0.01 of cash (the "Share Consideration") or $5.00 in cash and 0.2174 of a First Quantum share (the "Cash and Share Consideration"), subject to the overall cash/share proportion being fixed. ... Plan of Arrangement Lumina shares of dissenters will be transferred to First Quantum, with an entitlement to be paid their fair value Each optionholder shall transfer to Lumina each Lumina Option held and in consideration for such transfer (and not pursuant to the Stock Option Plan), Lumina shall issue a fraction of a Lumina Share whose numerator equals the difference between 10.00 and the exercise price for such option and whose denominator is 10.00 Each outstanding Lumina share will be transferred to First Quantum for the Cash Consideration, the Share Consideration or the Cash and Share Consideration, as elected but subject to pro-ration Canadian tax consequences In the absence of an s. 85 election, the exchange will occur on a non-rollover basis. ... Holder's adjusted basis in the share and the fair market value of such consideration. ...

BCE/GLENTEL-- summary under Shares for Shares or Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares or Cash BCE acquisition of GLENTEL for cash and BCE shares Overview BCE will acquire GLENTEL under a CBCA Plan of Arrangement for cash or shares, at the GLENTEL shareholder's option, but with the overall consideration fixed at $295.4 million cash and BCE shares equal to 0.4974 of a BCE common share multiplied by 50% of the outstanding GLENTEL common shares. ... Plan of Arrangement Each outstanding option will be deemed to have been vested, with those with a lower exercise price than the "Cash Consideration" described below cash surrendered, and the others cancelled. Each common share of GLENTEL (other than those held by dissenting shareholders) will be transferred to BCE in consideration for the "Cash Consideration" (of $26.50 per share) or the "Share Consideration" (of 0.4974 of a BCE common share) at the shareholder's option subject to pro-ration based on the aggregate Cash Consideration and Share Consideration being fixed as described above- and with those not electing deemed to have elected the less popular option. ...

Loblaw/Shoppers-- summary under Shares for Shares and Nominal Cash, or Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Nominal Cash, or Cash Loblaw acquisition of Shoppers Drug Mart for cash, or shares plus $0.01 per share cash Overview All the shares of TSX-listed Shoppers Drug Mart are to be acquired under a CBCA plan of arrangement by Loblaw, which is a CBCA company listed on the TSX, in consideration (subject to dissenter share adjustments) for 119.9M Loblaw shares and $6.67B cash (with the overall consideration of $12.4B representing a 29.4% premium). Shoppers Drug Mart shareholders are given a choice of $61.54 per share cash (the "Cash Consideration"), or 1.29417 of a Loblaw share plus $0.01 of cash (the "Share Consideration"), subject to the overall cash/share proportion being fixed. ... Plan of Arrangement Under the Plan of Arrangement: • the Shoppers Drug Mart shareholder rights plan will be cancelled • Shoppers Drug Mart shares of dissenters will be transferred to Loblaw, with an entitlement to be paid their fair value • vested RSUs will be surrendered for cash payments; and other RSUs or DSUs will be continued so as to apply to Loblaw shares, subject to adjustments for the exchange ratio • all outstanding options to acquire Shoppers Drug Mart shares will be exchanged for replacement options on Loblaw shares, with adjustments for the exchange ratio in accordance with s. 7(1.4)(c) • each outstanding Shoppers Drug Mart share will be transferred to Loblaw for the Cash Consideration or Share Consideration, subject to pro-ration Canadian tax consequences In the absence of an s. 85 election, the exchange will occur on a non-rollover basis (with ACB averaging not occurring re Loblaw shares acquired before 1972). ...

Pref redemption The paid-up capital of the preferred shares will be equal to the portion of the arrangement consideration to be paid on the redemption of the preferred shares. ... If the transaction were so characterized, a U.S. holder would recognize dividend income equal to the lesser of the portion of the arrangement consideration paid in redemption of the preferred shares and the portion of the arrangement consideration that would be treated as paid out of Catamaran's current or accumulated earnings and profits. The portion of the arrangement consideration that would be treated as paid out of Catamaran's current or accumulated earnings and profits is expected by Catamaran to be materially less than the portion paid in redemption of the preferred shares. ...