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Public Transaction Summary

Gold Fields/ Osisko -- summary under Shares for Cash

RSUs will be surrendered for cash equal to the per common share consideration of $4.90 per common share (the “Consideration”) less applicable withholdings. ... DSUs will be surrendered for cash equal to the consideration of $4.90 per common share (the “Consideration”) less applicable withholdings. ... Canadian tax considerations The share dispositions are taxable to resident taxable investors. ...
Public Transaction Summary

Blackstone/Dream Global -- summary under REIT Acquisitions

Bermuda LP assigns the note consideration received by it in 5 above, respecting the value of the Dundeal 31 and DGAL interests, to New Rivergate JV Holdco for treasury shares. Lux Holdco assumes the obligations of Lux Purchasers 3 and 4 respecting the notes referred to in 6 above in consideration for their issuing notes to it. ... Utrecht declares and pays a dividend equaling the aggregate consideration received by it in 4 and 5 above. ...
Public Transaction Summary

H&R REIT/Primaris REIT -- summary under S. 107.4 Spin-Offs

Primaris REIT An Ontario open-ended unit trust for which the settlor (the REIT) subscribed $10 for one unit in consideration for issuing a $10 note to the trust. ... The subscription price payable by the REIT for such units shall be set-off against the amount owing to the REIT by New Primaris Master LP under the note issued by it as part consideration for the drop-down in 5 above. ... Canadian tax considerations It is assumed that both the REIT and Primaris REIT will qualify as REITs. ...
Public Transaction Summary

Burger King/Tim Hortons -- summary under Inversions

Tim Hortons Plan of Arrangement consideration Each holder of a Tim Hortons common share will be entitled to receive in exchange therefor C$65.50 in cash and 0.8025 newly issued Holdings common shares (the "arrangement mixed consideration") other than shareholders who elect to receive cash of C$88.50 per share (the "arrangement cash consideration") or 3.0879 newly issued Holdings common shares (the "arrangement share consideration") in exchange therefor. However, the overall cash and Holdings common shares available for all Tim Hortons shareholders will be fixed at the aggregate amount of cash and shares that would have been issued if all Tim Hortons common shareholders elected for the arrangement mixed consideration. ... Burger King Worldwide merger On the merger: Merger Sub will be merged with and into Burger King Worldwide, with Burger King Worldwide as the "Surviving Company;" each share of Merger Sub held by Holdings and Partnership will be converted into one share of the Surviving Company and Surviving Company will further issue its shares to Holdings and to Partnership in consideration of Holdings' issuing the Holdings consideration in (c) below and Partnership issuing the exchangeable consideration in (d) below [see also 2001-0068223]; except as noted in (d) below, each common share of Burger King Worldwide will be converted into the right to receive 0.99 newly issued Holdings common shares and 0.01 newly issued exchangeable units of Partnership (the "Holdings consideration") (plus cash in lieu of any fractional share); and if the BKW stockholder has made an "exchangeable election" in respect of the BKW share, it instead will be converted into the right to receive one exchangeable unit of Partnership (the "exchangeable consideration"); however, the maximum number of Partnership exchangeable units to be issued will be limited to ensure that Holdings' interest in Partnership is at least 50.1% of the fair market value of all equity interests in Partnership – so that proration may apply. ...
Public Transaction Summary

Oil Search/InterOil -- summary under Canadian Buyco

In consideration for the Consideration issued or paid by Oil Search (for the benefit of Purchaser in 6) to InterOil’s shareholders, Purchaser shall issue common shares to Oil Search with an aggregate fair market value (“FMV”) and stated capital equal to the FMV of the Consideration. Purchaser will purchase all of the outstanding Company shares for the Consideration paid by Oil Search (5 and 6 occur simultaneosly). ... U.S. tax consequences Exchange The receipt of the Consideration in exchange for Common Shares will be a taxable transaction for Code purposes. ...
Public Transaction Summary

Canderel/ Cominar -- summary under LP Acquisitions of Trusts

The Purchaser (a limited partnership) then subscribed for REIT units in consideration for cash and “Subscription Notes” issued by it to the REIT. ... Units of dissenting Unitholders will be deemed to be transferred to the REIT in consideration for a debt claim. ... However, the latter are not expected to exceed 2.1% of the aggregate consideration. ...
Public Transaction Summary

Vail Resorts/Whistler -- summary under Exchangeable Share Acquisitions

Only such an Eligible Holder who validly elects (or for whom the registered holder validly elects) to receive Exchangeable Shares as part of the Consideration, prior to the election deadline will also be entitled to make a joint election (with Exchangeco) pursuant to section 85 of the Tax Act with respect to its transfer of its Whistler Shares to Exchangeco and receipt of the Consideration in respect thereof. ... Each Whistler Share shall be transferred to Exchangeco in exchange for the Consideration. ... Taxable exchange The exchange of Whistler Shares for Consideration consisting of Vail Shares and cash will generally be a taxable event to a Resident Holder. ...
Public Transaction Summary

GIC/ InterRent -- summary under Trust Acquisitions by Corporations

This will be in consideration for cash, the assumption of indebtedness, promissory notes, and a credit to the Property LP's capital account. ... If so specified in the Pre-Closing Notice, Sub Trust will assume the liabilities of Master LP in consideration for a contribution of capital to Master LP. ... Each Dissent Unit will be transferred to the Purchaser for the consideration outlined in the Arrangement Agreement. ...
Public Transaction Summary

Choice/CREIT -- summary under REIT Mergers

Proration of consideration Under the Transaction, the aggregate Consideration will be comprised of approximately 58% in Choice Properties Units and 42% in cash. ... Each Unit in respect of which a Unitholder is entitled to receive Cash Consideration shall be redeemed. ... The REIT shall redeem each Restricted Unit for such Non-Cash Consideration. ...
Public Transaction Summary

Killam REIT/ KPI -- summary under Corporate Sub s. 132.2 Merger

Transactions Steps 2 to 13 below will occur pursuant to a CBCA Plan of Arrangement: KPI will contribute its Class A units of SLP to New LP in consideration for a note (the New LP Note) and units of New LP. ... Killam MLP will transfer all the shares of KPI and the notes acquired by it in 3 to Killam MFC in consideration for 100 Class B preferred shares of Killam MFC. ... However, concurrently with the transfer of such Special Units, Killam MLP will be deemed to have renounced its right to receive the Special Units, and those units will be cancelled for no consideration. ...

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