Search - consideration

The cash consideration alone represents a 35% premium. Kelt will be a TSX-listed junior oil and gas exploration and production company. ... Plan of Arrangement Under the Plan of Arrangment: Each common share and debenture of a dissenting securityholder is deemed to be transferred to Celtic for its fair value (after a deemed vesting of Celtic options and provisions for their exercise) any unexercised Celtic options are cancelled the debentures are converted into Celtic common shares, with a cash payment of 32-days' interest Celtic transfers assets to Kelt in consideration for Kelt shares equal to ½ of the outstanding number of Celtic common shares each outstanding common share of Celtic is deemed to be transferred to the Purchaser for the cash consideration ($24.50) and the right to receive ½ of a Kelt share the Purchaser acquires the Kelt shares from Celtic in consideration for a promissory note and transfers the Kelt shares to the former Celtic shareholders Break fee $90M potentially payable by Celtic. ...

Holders of Sulliden Shares should not recognize gain or loss, except to the extent of the SpinCo Share Consideration received, for U.S. federal income tax purposes on the exchange of Sulliden Shares for Rio Alto Shares and the SpinCo Share Consideration pursuant to the Acquisition. ... Holders receiving such shares may be treated as receiving: (a) additional consideration paid by Rio Alto to U.S. ... Holders is attributable to the historic assets of Rio Alto, this summary assumes that such SpinCo Shares will be treated as additional consideration paid by Rio Alto to U.S. ...

Each Class A share will then be transferred to Acquisitionco (an Ontario Newco owned on a 50-50 basis by Agnico and Yamana or their subsidiaries) in consideration for the "Transaction Consideration," comprising $2.09 of cash, 0.07264 of an Agnico common share and 0.26471 of a Yamana common share. Non-resident shareholders will receive New Osisko shares instead as consideration for the transfer of their Osisko shares to Acquisitionco. ...

Convertible debentures of Killam (bearing interest of around 5.5%) will be assumed by the REIT in consideration for the issuance of a note to it by Killam. ... Each remaining Common Share will be deemed to be transferred to the REIT in consideration for one REIT Unit. ... Each Common Share held by the REIT will be transferred to the Limited Partnership in consideration for Class A LP Units valued at $1.00 per unit. ...

AIP/Canam-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco AIP acquisition of Canam accommodated non-cash dividends to or rollovers by the key shareholders Overview The acquisition of Canam by the Purchaser (a subsidiary of AIP) occurred for cash consideration of $12.30 per share (the “Consideration”- implying a total enterprise value including debt of $875M), subject to two exceptions. ... The Holdco shareholders then sold their Holdco shares as part of the Quebec Plan of Arrangement for cash consideration (corresponding to the transaction value of the underlying Canam shares) except as described below. Second, members of the same 27% group could timely elect to transfer their Canam or Holdco shares to the Purchaser for Purchaser shares with a value agreed to correspond to the cash consideration. ...

Cominar/Canmarc-- summary under Trust Acquisitions of Trusts Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions of Trusts Cominar offer for Canmarc Overview Cominar REIT through 10 Newco subsidiaries is offering cash or (at the Canmarc unitholder's option) Cominar units for Canmarc units, subject to the total number of Cominar units being capped at 16M but with no potential proration of the cash consideration. ... Offer Cominar Acquisition Group offers to purchase solidarily (jointly and severally) all of the issued and outstanding Canmarc Units which Cominar does not directly or indirectly own, together with the associated unitholder rights plan (URP") rights including all Canmarc Units issued upon the conversion, exchange or exercise of the convertible securities for a consideration per Canmarc Unit, at the option of the Unitholder, of $15.30 cash or 0.7054 Cominar Units. ... Subsequent acquisition transaction A subsequent acquisition transaction in respect of Canmarc may take the form of one or more amendments to the declaration of trust of Canmarc to provide for the acquisition and/or exchange and/or redemption of all outstanding Canmarc Units (other than those held by Cominar and the Cominar Acquisition Group), in either case for a price equal to, and payable in the same form as (including consideration elections, deemed consideration elections and pro-rationing), the consideration paid for Canmarc Units acquired under the Offer. ...

Each Anderson option will be cancelled in consideration for one New Anderson option. Anderson will be deemed to have transferred its assets (other than certain non-core assets being predominantly shallow gas assets) to New Anderson for fair market value consideration consisting of the assumption of liabilities (including Anderson debentures) and the issuance of New Anderson common shares. ... New Anderson shall transfer its Anderson common shares to Freehold in consideration for cash consideration (subject to an escrow amount) of $35 million. ...

The consideration is a combination of cash and Plazacorp shares (with the ability to make an s 85 election), with such consideration being at the election of the KEYreit unitholder but with the overall cash and share proportions fixed at 50-50. The consideration (valued at $8.35 per KEYreit unit) represents a 35% premium over the closing price when the rival Huntingdon offer was announced. ... Offer Plazacorp is offering to purchase each outstanding KEYreit (incluidng those resulting from conversion of debentures or other securities) for $8.35 per unit in cash 1.7041 Plazacorp shares, or any combination thereof provided that the aggregate cash consideration is limited to $62.15M and the maximum share consideration is limited to the equivalent of ½ the outstanding KEYreit units (after giving effect to debenture conversions). ...

Overview Newmont is proposing to acquire all the shares of Goldcorp pursuant to an Ontario Plan of Arrangement for consideration consisting of 0.3280 of a Newmont Share and US$0.02 in cash for each Goldcorp Share. ... Canadian tax consequences A Resident Holder (other than a Resident Dissenter) who disposes of Goldcorp Shares to Newmont under the Arrangement will be considered to have disposed of each Goldcorp Share for proceeds of disposition equal to the sum of the Cash Consideration and the aggregate fair market value at the Effective Time of the Consideration. ... Holder’s exchange of Goldcorp Shares for the Consideration pursuant to the Arrangement will be a taxable transaction for U.S. federal income tax purposes. ...

Table of significant Company insiders’ percentage of common shares (preferred shares for Fabric) Name Common Shares (%) Richard Baker 6.37 Robert Baker 2.16 William Mack 0.49 Lee Neibart 1.79 The Catalyst Capital Group Inc. 17.44 L&T B (Cayman) Inc. 15.58 Hanover Investments (Luxembourg) S.A. 17.45 Fabric Luxembourg Holdings S.à r.l. 100.00 Plan of Arrangement a portion of the Common Shares held by the L & RB Entities will be transferred and assigned to New Holdco pursuant to a Rollover Agreement… simultaneously with (i) above, each Common Share or Preferred Share held by the Continuing Shareholders (other than those being transferred pursuant to (i) above) will be transferred and assigned to New Holdco pursuant to Rollover Agreements… each Common Share held by Dissenting Shareholders will be transferred to the Company in consideration for a claim against the Company. each Common Share other than (a) Common Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, or (b) Common Shares held by New Holdco or the Continuing Shareholders, will be purchased by the Company in exchange for the “Consideration” of $11.00 in cash per Common Share. each Preferred Share will be converted into a number of Common Shares calculated in accordance with the terms of the Preferred Shares. each DSU and RSU will be transferred to the Company in exchange for a cash payment from the Company equal to the Consideration. each Option will be transferred by the holder of such Option to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price per Common Share of such Option.The cost to fund the Consideration is estimated to be approximately $1.11 billion, which will be funded through existing cash resources of the Company and the Debt Financing. ...