Search - consideration

Under the proposed plan of arrangement, each remaining TMX share will be acquired by Maple in consideration for the issuance of one Maple share, so that the former TMX shareholders (including certain of the Maple investors who owned TMX independently of the offer) will own 27.8% of Maple. ... US taxation Although there is significant uncertainty, it would be reasonable to consider that the previous offer by Maple and this subsequent acquisition transaction should be treated as a single integrated transaction for purposes of the Code, so that tax deferral generally would be available to a US shareholder if only share consideration was received, or partial rollover treatment would be available if cash consideration was received in the first stage transaction (but with no recognition of loss). ...

Previous Offer On February 12, 2014, BPY, which "beneficially owned" approximately 49% of the common shares of BPO, and two of its indirect subsidiaries (Exchange LP and BOP Split), made an "any or all" offering for the remaining common shares of BPO, in consideration for BPY units or cash subject to the overall mix of consideration being fixed at around 67% units and 33% cash. ... Rather than receiving their consideration under the Arrangement from the Purchasers, Canadian Shareholders can also elect to have each of their BPO Common Shares purchased for cancellation by BPO in exchange for one Exchange LP Unit or $20.34 in cash (subject to pro-ration). ... Each other BPO Common Share held otherwise than by the BPY group will be transferred to the "Applicable Offeror" (based on the operation of the election choices described above) in exchange for $20.34 in cash or the "Unit Consideration" (i.e., one BPY or one Exchange LP unit), as the case may be. ...

Each New Common Share of a Dissenting Shareholder will be deemed to be transferred to the Purchaser in consideration for a debt claim against the Purchaser. Each New Common Share… will be transferred to, and acquired by the Purchaser, in exchange for the “Consideration” (comprising $5.125 cash per Common Share and the Contingent Payment).. ... A Resident Shareholder that transfers New Common Shares under the Arrangement to the Purchaser for the Consideration including any portion of the Contingent Payment Received, will be considered to have disposed of such New Common Shares for proceeds of disposition equal to the amount of the aggregate Consideration, including any portion of the Contingent Payment Amount received. ...

Each Maxar Canada Share shall be transferred by the holder thereof to AcqusitionCo in exchange for the “Consideration,” being one share of Maxar U.S. ... Simultaneously with 2, Maxar U.S. will issue the Consideration to the transferring holders in 2; Simultaneously with 2, AcquisitionCo will issue common shares to Maxar U.S. in consideration for the issuance of the Consideration. ... Shares held by the Company shall be redeemed in consideration for U.S.$1.00 in cash. ...

Offer Unsolicited offer of 100% cash consideration for the units of Primaris ($26.00 per unit representing a 12.8% premium), conditional on 66 2/3% of the fully diluted Primaris units being tendered. ... Subsequent acquisition transaction In order to effect a compulsory acquisition or subsequent acquisition transaction, the Offeror intends to amend the Primaris Declaration of Trust in order to (i) provide that a compulsory acquisition of the remaining units (at the same consideration per unit) may occur if the Offeror, and its affiliates, hold more than 66 2/3% of the units after the take-up and payment for units under the offer, or (ii) or to reclassify the units not held by the Offeror and its affiliates as Special Units so that immediately after the issuance of the Special Units, their holders are deemed to have transferred their units to the Offeror for the same cash consideration.. ... As the consideration offered for the remaining units under a Compulsory Acquisition or Subsequent Acquisition Transaction would be identical to that under the Offer, the Offeror intends to treat the units acquired under the Offer as "minority" units for purposes of the majority-of-minority approval requirement in MI 61-101. ...

Intrepid/Blackthorn-- summary under Share repurchases Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Foreign distributions- Share repurchases Intrepid share buyback and acquisition of Blackthorn Overview In order to give its shareholders a choice between being cashed out and participating in a Zambian copper development property, ASX-listed Intrepid will offer to purchase its ordinary shares for cancellation (subject to an aggregate cap of 2/3 of its cash), with the non-tendering shareholders remaining as shareholders of a company which will acquire all the shares of another listed Australian company (Blackthorn) under an Australian scheme of arrangement in consideration for Intrepid shares. ... All of the issued and outstanding ordinary shares of Blackthorn (the Scheme Shares) will be transferred to Intrepid in consideration for Intrepid ordinary shares (the Share Scheme Consideration) – except that the Scheme Shares which otherwise would be issued to "Ineligible Overseas Shareholders," namely, U.S. and Singapore and potentially other non-resident Blackthorn shareholders (other than New Zealand) shareholders, will be issued to a Nominee, with the net proceeds of sale by the Nominee on the ASX being remitted to them. The Share Scheme Consideration will represent 35.6% of the issued and outstanding Intrepid ordinary shares after giving effect to the Intrepid share buy-back. ...

Preliminary asset transfer The Corporation will transfer essentially all its assets to BLF LP in consideration for: the assumption of liabilities; the issuance of promissory note; and the issuance of Class C LP units. ... Class B LP Units) will (subject to a potential cap imposed by the general partner in its discretion) be transferred to BLF LP in consideration for the issuance of Exchangeable LP Units and Special Voting Units of the REIT in accordance with the Exchange Ratio The remaining Shares will be transferred to BLF LP in consideration for REIT Units in accordance with the Exchange Ratio, which will be issued by the REIT in consideration for the issuance to it by BLF LP of Class A LP Units The options under the Corporation's stock option plan will be exchanged for identical options on REIT Units, subject to adjustments based on the Exchange Ratio The REIT Unit initially issued to the Corporation for $10 will be redeemed for $10 Post-Arrangement steps BLF LP will make a joint s. 97(2) election (and the provincial equivalent) with Shareholders who have transferred their Shares for BLF LP Units provided they furnish it with the election forms within 60 days of the effective date of the Arrangement. ...

DeeThree will transfer the Spin-Off Assets to Boulder in consideration for assumption of liabilities and for Boulder Special Shares, with a joint s. 85(1) election being made. Boulder will purchase the Boulder Special Shares for cancellation in consideration for a non-interest-bearing promissory note. DeeThree will purchase the DeeThree Special Shares for cancellation in consideration for a non-interest-bearing promissory note. ...

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. ...