Search - consideration

As such, Tekmira expects to allocate the total purchase consideration to OnCore's tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the date of the completion of the merger. Canadian tax consequences Shareholders of Tekmira will not dispose of their common shares of Tekmira by virtue of the merger and will not receive any consideration as a consequence of the merger. ... Shareholders of Tekmira will not exchange or surrender their common shares of Tekmira in the merger or receive any separate consideration. ...

Chalice/Coventry-- 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 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. ...

Mamba/Champion-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Acquisition of Champion Iron by Mamba using exchangeable share structure Overview Under a proposed OBCA plan of arrangement, a wholly-owned Ontario subsidiary (Canco) of Mamba, an Australian corporation listed on the ASX, will acquire (directly, except as described below) all of the common shares of Champion, an Ontario TSX- and Frankfurt-listed corporation focusing on the exploration and development of iron deposits in Quebec and Labrador and implicitly valued on a fully-diluted basis at $Cdn.60M, in consideration for Mamba ordinary shares on the basis of an Exchange Ratio of 0.733333 (i.e., 11 Mamba ordinary shares for each 15 Champion common shares)- provided that Canadian-resident taxable shareholders who are not financial institutions may elect to receive their share consideration as exchangeable shares of Canco. ...

First Majestic/Orko-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Nominal Cash First Majestic acquisition of Orko followed by survivor-type amalgamation of Orko with First Majestic subsidiary Overview All the shares of Orko, which is a B.C. company listed on the TSX-V and holding a Mexican subsidiary, are to be acquired under a B.C. plan of arrangement by First Majestic, which is a B.C. company listed on the TSX and NYSE, in consideration for First Majestic shares (with a value representing a 72% premium) and nominal cash. ... Plan of Arrangement Under the Plan of Arrangement: • The Orko shareholder rights plan will be cancelled • all outstanding options to acquire Orko shares will be cancelled • Orko shares of dissenters will be transferred to First Majestic for their fair value • each outstanding Orko share will be transferred to First Majestic for an "indivisible mixture" of 0.1202 of a First Majestic share and $0.0001 in cash • each Orko share will be transferred to Subco in consideration for one Subco share and, at the same time, the stated capital of the Orko shares will be reduced in aggregate to $1.00 • Orko and Subco then "shall merge to form one corporate entity ("Amalco") with the same legal effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that the legal existence of Orko shall not cease and Orko shall survive the merger as Amalco…[and] the separate legal existence of Subco shall cease…and Orko and Subco shall continue as one company…. ...

Plan of Arrangement/Listing The following transactions will occur under the Plan of Arrangement: VKY shares held by dissenting shareholders will be transferred to VKY for their fair value VKY options and warrants will be exchanged for options to purchase Trust units, with the number of covered units and the exercise price reflecting the exchange ratio each VKY voting common share held by VKY shareholders will be exchanged with VKY for a pro rata portion of all the cash (and cash equivalents) of VKY and for one VKY non-voting common share (a "VKY Class B share") each VKY Class B share will be transferred to the administrator of the Trust (treated for purposes of the diagram above as an agent for the Trust) in exchange for a share of a new-incorporated subsidiary of the Trust ("NewCo") the former VKY shareholders will transfer each NewCo share and a pro rata portion of the cash so received by them to the Trust in consideration for the issuance of 0.125 of a Trust unit the Trust will transfer its shares of NewCo to its wholly-owned Canadian subsidiary ("Dixie Canada") in consideration for Dixie Canada shares NewCo will be wound-up into Dixie Canada Application will be made to list the Trust units on the CNSX. ...

Structuring On the day of closing of the offering or the day after: The REIT will acquire interests in the Canadian properties in consideration for the issuance of 9.226M REIT units ("Units") to and for the assumption of mortgages The REIT will acquire additional interests in the Canadian properties with $3.571M of the proceeds of the offering and also in consideration for the issuance of 0.148M additional Units and the assumption of mortgage debt; $68.55M of the issue proceeds also will be used to redeem the 9.226M Units referred to above The REIT will lend U.S.$30M and U.S.$33.5M on an interest-bearing basis to Agellan Canada and Agellan US, respectively The REIT will use the remaining net proceeds of the offering, and the proceeds of Units issued to the US LP to subscribe for common shares of Agellan Canada Agellan Canada will apply such proceeds to subscribe for common shares of Agellan US Agellan US, in turn, will subscribe for Class A units of the US LP The US LP will use such proceeds to subscribe for 2.642M Units The US LP will use such Units and U.S.$63.81M of the balance of the proceeds to acquire the US properties (and also will assume mortgage on such acquisition) The partnership agreement for the US LP contemplates that in future US asset acquisitions it may issue Class B units which are economically identical to (REIT) Units and are exchangeable into Units. ...

No part of the consideration paid will be allocated to the SRP Rights (which will be deemed to be deposited with the related shares). ... If there instead is a Subsequent Acquisition Transaction, Goldcorp intends that the consideration offered would be the same as under the offer, and that the shares acquired under the offer would be voted in favour of such transaction. ...

Unless an Aurizon shareholder receives only Alamos shares or only cash, an Aurizon shareholder will be deemed to have received a proportionate amount of shares and cash consideration for the tendered Aurizon shares. ... If there instead is a Subsequent Acquisition Transaction, Alamos intends that the consideration offered would be the same as under the offer, and that the shares acquired under the offer would be voted in favour of such transaction. ...

Merger The Merger will consist of: (i) the contribution, directly or indirectly, by the Offeror to GoldTrust of an aggregate number of PHYS Units equal to the aggregate “Bonus Consideration” (equaling U.S.$0.10 per GTU unit of PHYS units) in respect of the outstanding GTU Units (other than those GTU Units held by or on behalf of the Offeror); (ii) the distribution of the Bonus Consideration by GoldTrust to GTU Unitholders; (iii) the transfer of substantially all of the assets and liabilities of GoldTrust (other than the Administration Agreement) to Sprott Physical Gold Trust in exchange for PHYS Units; and (iv) the distribution of such PHYS Units to Unitholders, on the basis of the respective trusts’ relative NAVs, immediately following and conditional on take-up of, and payment for, Units under the Sprott Offer. ...

In particular, Banro’s shares of BGB will be cancelled, BGB will issue shares to a newly-formed Caymans company (Newco) for nominal consideration, and the secured creditors will receive shares of Newco in satisfaction of their secured claims against BGB – except that 25% of their claims will instead be treated as unsecured claims. ... Canadian tax consequences Disposition by Secured Noteholders A Resident Holder of Secured Notes will be considered to have disposed of its Secured Notes upon the exchange of Secured Notes for New Equity and the Resident Holder's pro rata share of the Affected Banro Unsecured Cash Pool (collectively the "Secured Note Consideration") on the Implementation Date. Allocation first to interest Under the Plan, the aggregate fair market value of the Secured Note Consideration received by an Affected Creditor in exchange for Secured Notes will be allocated first to the principal amount of the Secured Notes and the balance, if any, to the accrued and unpaid interest on the Secured Notes….Consequently, it is not expected that any amount of interest accrued on the Secured Notes will be paid or satisfied under the Plan. ...