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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. ...

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. ... Each Osisko common share held by a non-resident or acquired in 4 will be transferred to Acquisitionco in consideration for the right to receive the Transaction Consideration and the right to receive one New Osisko common share. ...

IMIC/Afferro-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco IMIC plc acquisition of Afferro Resources using Canadian Buyco Overview Under a B.C. plan of arrangement, shareholders of Afferro will receive, for each Afferro share, £0.80 in cash and a 2-year unsecured convertible note of IMIC (the "Convertible Note") bearing simple interest of 8% on the principal of £0.40 (collectively, the "Consideration"). ... Plan of Arrangement Under the Plan of Arrangement: IMIC will subscribe cash for common shares of Subco (to be issued "concurrently" with the acquisition of the Afferro shares by Subco below), and a further amount, equal to the amount of the Convertible Note consideration to be delivered by Subco, as the subscription amount for further Subco common shares also to be issued at such "concurrent" time Each common share of a dissenter will be transferred for its fair value to Subco Each Afferro stock option will be cash-surrendered Each common share of Afferro, other than of a dissenter, will be transferred to Subco in consideration for the (cash and Convertible Note) Consideration, which IMIC is directed to deliver on Subco's behalf Concurrently with the above step, Mano River will make the IMIC Loan to IMIC in the amount of US$70M Each Afferro share held by IMIC will be transferred to Subco in consideration for a common shares of Subco Afferro will file an election with CRA to cease to be a public corporation Afferro and Subco will amalgamate to form one corporate entity ("Amalco") under s. 269 of the BC Business Corporations Act under the name Afferro Mining Inc., with each Subco share continuing as an Amalco share; "the stated capital of the common shares of Amalco will be an amount equal to the paid-up capital, as that term is defined in the Tax Act, attributable to the common shares of Subco immediately prior to the amalgamation" U.K. ...

This is being accomplished by a portion of the cash consideration for the public’s shares of Polycom being paid in cash (with much of the cash coming from Polycom itself.) ... ") The shares of Polycom stock held by each Polycom stockholder will be divided between these transactions based on the relative fair market values of these two merger consideration categories. ... The merger agreement provides for the issuance, on the merger, of shares by Polycom to Mitel (or Merger Sub’s immediate Delaware parent) in consideration for Mitel's payment of the aggregate consideration to the Polycom shareholders. ...

However, the total cash consideration and First Quantum shares to be provided under the offer and a second-stage transaction will not exceed $2,531,212,776 and 115,901,421 shares (and is fixed at these amounts?). ... The cash consideration will be reduced for any Inmet dividends, with such dividends otherwise being required to be paid to the Offeror. ... "The Offeror currently intends (x) that the consideration offered per Inmet Share under any Subsequent Acquisition Transaction proposed by it would be equal in value to and in the same form as the consideration paid to Shareholders under the Offer, (y) that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Date and (z) to cause any Inmet Shares acquired under the Offer to be voted in favour of any such transaction and, where permitted by MI 61-101 to be counted as part of any Minority Approval required in connection with any such transaction. ...

Each Tembec Share that is a Stock Electing Share shall be transferred to Rayonier Am in exchange for the Per Share Stock Consideration of 0.2302 of a share of Rayonier AM Common Stock (increased to 0.2542.) ... Share and cash election A registered holder of Tembec Shares may elect the Per Share Cash Amount; or (ii) Per Share Stock Consideration, subject to proration to ensure that no more than 63.3% (increased to 67%) of the aggregate Tembec Shares will receive the Per Share Cash Amount and no more than 36.7% (decreased to 33%) of the aggregate Tembec Shares will receive the Per Share Stock Consideration. ... U.S. tax consequences The exchange of Tembec Shares for the consideration pursuant to the Arrangement will be a taxable transaction for Code purposes. ...

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. ...