Search - consideration

ExxonMobil/InterOil-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco revised share and contingent cash bid with portion of cash consideration repayable based on resource assessment Overview of previous proposal The proposal for the Exxon acquisition of InterOil contemplated that a newly-incorporated B.C. subsidiary of ExxonMobil would acquire InterOil under a Yukon Plan of Arrangement, with the consideration for each InterOil share comprising that number of ExxonMobil shares having a fixed value of U.S.$45.00 per share, plus a cash payment of U.S.$26.87 per share (or U.S.$1.37B in total). ... Overview of Canadian tax disclosure The Canadian tax disclosure is essentially the same as before, and indicates that the full per share CRP consideration (now of U.S.$ $33.94 rather than U.S.$26.87 per share)- as well as, of course, the share consideration of U.S.$45 per share- will be required to be included in computing a resident InterOil shareholder’s proceeds of disposition, but (under s. 42) if the repayment obligation is triggered before the filing due-date for the shareholder’s return, the repayment would reduce those proceeds of disposition. ...

TransGlobe-- summary under Privatizations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Privatizations Privatization of TransGlobe Apartment REIT: sale and redemption transaction Asset sale It is contemplated that after the convening of a REIT meeting to approve the transactions, subsidiary LPs of the REIT (held by it through a newly-formed master LP) will transfer (on a non-rollover basis) a pool of assets to an LP of which a Canadian Apartment Properties REIT entity is the GP in consideration for debt assumption and the issuance of LP units (an arm's length transaction). ... Timbercreek Asset Management Inc. also acquires a pool of assets from the applicable REIT subsidiary partnerships- in consideration for debt assumption and cash consideration of $349 million. ...

("Purchaseco"- a Newco with nominal assets and capital) of each Class A subordinate voting share (a "Class A share") of ShawCor in consideration for one Purchaseco share common share and of each Class B multiple voting share (a "Class B share") in consideration for 90% of $43.43 in cash and 10% of 1.1 common shares of Purchaseco, following which Purchaseco will be amalgamated with ShawCor. ... Class A shares will be transferred to Purchaseco for Purchaseco common shares on a one-for-one basis Class B shares will be transferred to Purchaseco in consideration for cash equal to 90% of $43.43 for each Class B share and Purchaseco common shares on the basis of 10% of 1.1 Purchaseco shares for each Class B share ShawCor and Purchaseco will amalgamate, with the ShawCor shares being cancelled Options will represent an option to acquire the equivalent number of Amalco shares (and similarly re employee share unit plan awards and DSUs) A cash dividend of $1.00 per share will become payable on the Amalco common shares Shareholder approvals 2/3 of the votes cast by Class A and Class B shareholders voting as a class A simple majority of the Class A share votes A simple majority of the Class B share votes Canadian tax consequences The exchange of Class A shares for Purchaseco common shares will be governed by s. 85.1. ...

Molycorp/Neo Material-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Acquisition of Neo Material by Molycorp using exchangeable share structure Overview Under a proposed CBCA plan of arrangement, a BC subsidiary (Exchangeco) of Molycorp, a Delaware NYSE-listed corporation, will acquire all of the common shares of NEM, a CBCA TSX-listed corporation producing rare earth products and valued under the Arrangement at $1.3 billion, in consideration for cash or Molycorp shares at the option of the NEM shareholder (but subject to proration adjustments to ensure that the total cash and share consideration are 71.24% and 28.76%, respectively, of the total)- provided that Canadian-resident taxable shareholders may elect to receive their share consideration in the form of exchangeable shares of Exchangeco. ...

Furthermore, however, they will jointly purchase all the Filo shares for consideration consisting of BHP and Lundin Mining cash of around $1.908 billion and $0.859 billion, respectively, and the issuance by Lundin Mining of around 92.1 million shares. ... The plumbing to accomplish the final structure of JVCo holding all of Filo and Josemaria in general involves: BHP lending both the Filo acquisition cash and JV cash to Lundin Mining and receiving the "BHP notes"; Lundin Mining then acquiring all the Filo shares (not already held by BHP and it) for the agreed cash and share consideration; Lundin Mining then contributing Filo (through intermediate Canadian holding companies) to JVCo in consideration for shares and the assumption of the BHP notes; and BHP converting the BHP notes into JVCo shares (as well as transferring its existing 5% interest in Filo to JVCo for JVCo shares); so that, after the dust settles, JVCo is held on the agreed 50-50 basis. ...

The consideration paid was the issuance of preferred shares with a redemption amount of $340 million or $240 million, depending on when two Inter Pipeline projects came into production. ... ("Putco") was incorporated, with each of the Trust and IPL holding 50% of its shares following the incorporation of the Purchaser, all its Class A Voting Shares were held by the Trust, and all of its Class B Non-Voting Common Shares of the Purchaser (representing a 99.999% equity interest) were held by Inter Pipeline Pipeline Assets Corporation ("PAC"), which was the sole shareholder of PMI and whose shareholders were four managers of PMI and a family holding company of the Chairman, was sold by those shareholders to the Purchaser pursuant to a share purchase agreement under the share purchase agreement, the Purchaser issued Preferred Shares to the vendors comprising Class A Preferred Shares having a redemption amount of $170 million and Class B Preferred Shares with a redemption amount of $170 million provided that the redemption amount of each Class B Preferred Share was multiplied by 70/170 (i.e., reducing the aggregate redemption amount to $70 million) if the "Trigger Date" had not occurred by January 1, 2017, i.e., both the Foster Creek and Christina Lake projects were not yet producing revenue each such Preferred Shares also: was entitled to receive cash dividends equal to the cash distributions on a Class A Unit of Inter Pipeline; was puttable for its fair market value to Putco; had a redemption and retraction amount equal to the current market price of a Class A Unit of Inter Pipeline plus unpaid distributions (subject, in the case of a Class B Preferred Share, to being multiplied by 70/170 as per above); was retractable on the first to occur of various specified dates including January 1, 2014 (in the case of the Class A Preferred Shares) or the first to occur of the Trigger Date and January 1, 2017 (in the case of the Class B Preferred Shares), and was redeemable on June 1, 2038 (or earlier on certain events) the Purchaser agreed that at the request of any vendor it would execute a joint s. 85(1) election form the Purchaser and PAC then amalgamated, with the Preferred Shares of the vendors becoming Preferred Shares of Amalco ("GP Holdco") having 32% of the total votes, with the Trust owning all of the Class A Voting Shares of GP Holdco representing a controlling 68% voting interest and with Inter Pipeline holding all the Class B Non-Voting Common Shares Plan of Arrangement Under the Plan of Arrangement: IPL will exercise a call option and acquire the one issued and outstanding voting share of Putco owned by the Trust each outstanding Class A Preferred Share (or Class B Preferred Share) of GP Holdco will be transferred to IPL in exchange for one Common Share (or one Convertible Share) of IPL; each Convertible Share will be automatically converted into one Common Share on the Trigger Date, or into 70/170 of a Common Share if January 1, 2017 occurs first each outstanding Class A unit of Inter Pipeline will be transferred to IPL in exchange for one Common Share of IPL the Trust will transfer its Class A Voting Shares of GP Holdco to IPL for cash consideration the one issued and outstanding Common Share of IPL owned by the Trust will be transferred by it to IPL for cash consideration equal to its market value PMI will assume all obligations of Inter Pipeline, and contribute to PMI a loan of $288.6 million owing by Inter Pipeline to PMI, in consideration for the issuance of Class B Units of Inter Pipeline IPL will transfer all of its Class A Units of Inter Pipeline to PMI in consideration for preferred shares of PMI with an aggregate redemption amount equal to the fair market value of the transferred units accordingly, Inter Pipeline will be wound-up by operation of law into PMI an amended DRIP will become effective outstanding deferred unit rights will be amended to refer to IPL IPL, GP Holdco, PMI and Putco will amalgamate, with the authorized capital of the amalgamated corporation (New Inter Pipeline) consisting of Preferred Shares and Common Shares, with each outstanding Common Share and Convertible Share of IPL being converted into one Common Share or Convertible Share, as the case may be, of New Inter Pipeline and with each issued and outstanding share in the capital of GP Holdco, PMI and Putco being cancelled Canadian tax consequences S. 85. ...

PotashCorp AcquisitionCo will issue to New Parent as consideration for the New Parent Shares transferred to PotashCorp Shareholders pursuant to 4 above an equal number of Potash AquisitionCo Shares. Agrium AcquisitionCo will issue to New Parent as consideration for the New Parent Shares transferred to Agrium Shareholders pursuant to 6 above an equal number of Agrium AquisitionCo Shares. Each PotashCorp Share held by New Parent shall be acquired by PotashCorp AquisitionCo (on a tax-deferred basis) in consideration for treasury shares equal to the number of New Parent Shares issued in exchange for the PotashCorp Share. ...

Chalice/Coventry-- summary under Asset sale/share distribution Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Asset sale/share distribution Chalice Gold acquisition of Coventry Resources assets for shares, followed by share distribution Overview Under a BC Plan of Arrangement, Coventry is to transfer most of its subsidiaries (the "Targets") to Western Rift (a subsidiary of Chalice) in consideration for Chalice shares, which Coventry will then transfer to its shareholders as a stated capital distribution. ... Plan of Arrangement All Target share will be transferred by Coventry to Western Rift in consideration for 46M shares of Chalice. ...

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). ...

On the acquisition of Kodiak, its shareholders will receive Whiting common shares from Whiting Canadian Sub with Whiting Canadian Sub simultaneously issuing common shares to Whiting in consideration for such Whiting common shares. ... Whiting Canadian Sub will acquire all of the outstanding shares of Kodiak in consideration for Whiting common shares (0.177 Whiting common shares for each Kodiak common share), with Whiting Canadian Sub concurrently issuing common shares to Whiting in consideration for such Whiting common shares. ...