Search - consideration

Alamos/Esperanza-- summary under Shares for Cash and Warrants Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Cash and Warrants Subsidiary of Alamos acquires Esperanza for cash and out-of-the-money warrants Overview All the shares of Esperanza, which is a B.C. company listed on the TSX-V and quoted on the OTCQX and holding a Mexican subsidiary, are to be acquired under a B.C. plan of arrangement by Subco, which is a wholly-owned B.C. subsidiary of Alamos, which is a B.C. company listed on the TSX and NYSE, in consideration for cash of $0.85 per share plus 0.0625 of a warrant expiring on May 24, 2017 to acquire an Alamos share at an exercise price of $29.48 (an "Alamos Warrant") – approximately double the current trading price of an Alamos share. The estimated value of this consideration represents an estimated premium of 52%. For another example of warrant consideration, see Coeur d'Alene offer (Coeur d'Alene acquisition of Orko for cashless exercise warrants, and cash or shares). ...

Each DSU, RSU or PSU will be transferred by its holder to the Corporation in exchange for a cash payment from the Corporation of $24.00, except that such consideration in respect of each PSU granted in calendar year 2013 will be multiplied by the applicable level of achievement percentage determined by the Corporation’s Human Resources and Compensation Committee. ... Each Common Share will be transferred by its holder to Lowe’s Canada in exchange for the applicable cash consideration (of $24.00 per share). Simultaneously with 5 above, each Preferred Share will be transferred by its holder to Lowe’s Canada in exchange for the applicable cash consideration (of $20.00 per share). ...

Each DSU, RSU or PSU will be transferred by its holder to the Corporation in exchange for a cash payment from the Corporation of $24.00, except that such consideration in respect of each PSU granted in calendar year 2013 will be multiplied by the applicable level of achievement percentage determined by the Corporation’s Human Resources and Compensation Committee. ... Each Common Share will be transferred by its holder to Lowe’s Canada in exchange for the applicable cash consideration (of $24.00 per share). Simultaneously with 5 above, each Preferred Share will be transferred by its holder to Lowe’s Canada in exchange for the applicable cash consideration (of $20.00 per share). ...

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. ... The proceeds will be used to finance a portion of the total consideration payable by the Purchaser in connection with the Arrangement. Equity financing of privatization On April 26, 2017, the Purchaser entered into equity commitment letters with each of Power Energy and Mica3 (an entity controlled by Michel Ringuet, a director of the Corporation) pursuant to which they agreed to make direct or indirect cash equity investments in the Purchaser in a maximum aggregate amount of $277,000,000 in the case of Power Energy (such amount to be reduced, as applicable, in the event that the Purchaser does not require the full amount by reason of the Purchaser having obtained funds from other sources) and $3,000,000 in the case of Mica3 to finance a portion of the total consideration payable by the Purchaser in connection with the Arrangement. ...

This and the following steps will be deemed to occur at one-minute intervals: Probe will transfer the New Probe Assets and the related liabilities to New Probe in consideration for 100 New Probe common shares, with an ITA s. 85(1) election filed. ... Each Probe common share will be transferred by Goldcorp to Subco in consideration for one Subco common share having a stated capital equal to the paid-up capital of the transferred shares (and with the stated capital of the transferred shares then being reduced to $1.00, and Probe filing an election with the CRA to cease to be a public corporation). ... However, it is possible that the receipt of such shares would be treated instead as additional consideration for the Probe common shares, in which case the receipt of the New Probe common shares would be taxable in a similar manner to the cash consideration. ...

The consideration paid for each Augusta Share was 0.315 of a Hudbay Share and 0.17 of a Hudbay Warrant. ... Amalgamation At the Effective Time, Augusta and Newco will amalgamate and continue as one corporation (Amalco) and: each outstanding Augusta Share of a minority shareholder will be exchanged for (i) one Amalco Redeemable Preferred Share to be issued by Amalco to the shareholder, and (ii) 0.315 of a Hudbay Share to be issued by Hudbay directly to the shareholder; each outstanding Newco Share will be exchanged for one Amalco Common Share; each outstanding Augusta Share beneficially owned by Newco will be cancelled; validly dissenting Augusta shareholders will be entitled to receive the fair value of their shares; and in consideration for the issuance of each Hudbay Shares in (a) above, Canco will issue one common share to Hudbay. Redemption Each Amalco Redeemable Preferred Share will immediately be redeemed by Amalco in consideration for 0.17 of a Hudbay Warrant (the "Redemption"). ...

("Inmaculada"), to transfer the Class A shares which it received in 3. to HOC Canada in consideration for the issuance of HOC Canada common shares having full stated capital (i.e., valued based on the cash consideration in 5. below). ... The Spin-off and the exchange of Class A shares for cash should be treated as steps of a single integrated transaction in which U.S. holders will be treated as having disposed of their IMZ common shares (and their indirect interest in IMZ subsidiaries if special PFIC rules apply) in exchange for Chaparral Gold shares and the cash consideration (with the acquisition and disposition of their Class A shares being disregarded). On this basis, the Chaparral Gold shares and the cash will be treated as an amount received in exchange for the holder's IMZ common shares, and the holder will realize a gain based or loss equal to the difference between the aggregate fair market value of such consideration and the holder's adjusted basis in the IMZ common shares. ...

Plan of Arrangement in consideration solely for Centerra shares, with the acquired shares contributed immediately to a new holding subsidiary of Centerra. ... The U.S. tax disclosure indicates that the exchange is expected to be a “B” reorg, which requires that the sole consideration be shares. ... The Thompson Creek common shares (now held by Centerra) will be contributed by Centerra to Centerra Holdco in consideration for a corresponding number of common shares in the capital of Centerra Holdco. ...

Newmarket/Kirkland Lake-- summary under Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Triangular Amalgamations triangular amalgamation of Kirkland Lake with Newmarket Gold sub Overview Kirkland is to be amalgamated with Subco on a triangular amalgamation occurring as part of a CBCA Plan of Arrangement, so that the Kirkland shareholders will have their shares cancelled on the amalgamation in consideration for receiving shares of Newmarket (to be renamed Kirkland Lake Gold Ltd.) ... Pursuant to the Amalgamation: (i) each Kirkland Share (other than Kirkland Shares held by Newmarket) will be cancelled in exchange for the “Consideration” of 2.1053 Newmarket Shares; (ii) each Kirkland Share held by Newmarket and each Subco Share will be converted into one share of the amalgamated corporation (“Amalco”); (iii) as consideration for the issuance of the Consideration by Newmarket in connection with the Amalgamation, Amalco will issue to Newmarket one Amalco Share for each Newmarket Share issued pursuant to (i) above; and (iv) there will be added to the stated capital of the Newmarket Shares an amount equal to the paid-up capital of the Kirkland Shares described in (i). ...

Each Secured Debtholder shall be entitled to receive its applicable share of the Secured Debtholder Consideration (being a cash payment in U.S. dollars equal to the sum of U.S.$366.3 million, $196.5 million and £12.1 million (as adjusted for post-October 31, 2019 changes) Credit Agreement fee amounts and certain interest amounts, and with the obligations of Pengrowth in relation thereto being extinguished. ... The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive, subject to the Purchaser and WEF agreeing with the Corporation otherwise, the same consideration available to them under the Arrangement. ... Share disposition Resident Holders will realize a capital gain (or a capital loss) equal to the amount by which the Cash Consideration exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Shares immediately prior to the disposition and any reasonable costs of disposition. ...