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Public Transaction Summary

Anderson/Freehold -- summary under Taxable spin-offs

Each Anderson option will be cancelled in consideration for one New Anderson option. Anderson will be deemed to have transferred its assets (other than certain non-core assets being predominantly shallow gas assets) to New Anderson for fair market value consideration consisting of the assumption of liabilities (including Anderson debentures) and the issuance of New Anderson common shares. ... New Anderson shall transfer its Anderson common shares to Freehold in consideration for cash consideration (subject to an escrow amount) of $35 million. ...
Public Transaction Summary

Plazacorp/KEYreit -- summary under Trust Acquisitions by Corporations

The consideration is a combination of cash and Plazacorp shares (with the ability to make an s 85 election), with such consideration being at the election of the KEYreit unitholder but with the overall cash and share proportions fixed at 50-50. The consideration (valued at $8.35 per KEYreit unit) represents a 35% premium over the closing price when the rival Huntingdon offer was announced. ... Offer Plazacorp is offering to purchase each outstanding KEYreit (incluidng those resulting from conversion of debentures or other securities) for $8.35 per unit in cash 1.7041 Plazacorp shares, or any combination thereof provided that the aggregate cash consideration is limited to $62.15M and the maximum share consideration is limited to the equivalent of ½ the outstanding KEYreit units (after giving effect to debenture conversions). ...
Public Transaction Summary

Newmont/Goldcorp -- summary under Direct Target Acquisition

Overview Newmont is proposing to acquire all the shares of Goldcorp pursuant to an Ontario Plan of Arrangement for consideration consisting of 0.3280 of a Newmont Share and US$0.02 in cash for each Goldcorp Share. ... Canadian tax consequences A Resident Holder (other than a Resident Dissenter) who disposes of Goldcorp Shares to Newmont under the Arrangement will be considered to have disposed of each Goldcorp Share for proceeds of disposition equal to the sum of the Cash Consideration and the aggregate fair market value at the Effective Time of the Consideration. ... Holder’s exchange of Goldcorp Shares for the Consideration pursuant to the Arrangement will be a taxable transaction for U.S. federal income tax purposes. ...
Public Transaction Summary

Rupert/Hudson's Bay -- summary under Inbound

Table of significant Company insiders’ percentage of common shares (preferred shares for Fabric) Name Common Shares (%) Richard Baker 6.37 Robert Baker 2.16 William Mack 0.49 Lee Neibart 1.79 The Catalyst Capital Group Inc. 17.44 L&T B (Cayman) Inc. 15.58 Hanover Investments (Luxembourg) S.A. 17.45 Fabric Luxembourg Holdings S.à r.l. 100.00 Plan of Arrangement a portion of the Common Shares held by the L & RB Entities will be transferred and assigned to New Holdco pursuant to a Rollover Agreement… simultaneously with (i) above, each Common Share or Preferred Share held by the Continuing Shareholders (other than those being transferred pursuant to (i) above) will be transferred and assigned to New Holdco pursuant to Rollover Agreements… each Common Share held by Dissenting Shareholders will be transferred to the Company in consideration for a claim against the Company. each Common Share other than (a) Common Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, or (b) Common Shares held by New Holdco or the Continuing Shareholders, will be purchased by the Company in exchange for the “Consideration” of $11.00 in cash per Common Share. each Preferred Share will be converted into a number of Common Shares calculated in accordance with the terms of the Preferred Shares. each DSU and RSU will be transferred to the Company in exchange for a cash payment from the Company equal to the Consideration. each Option will be transferred by the holder of such Option to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price per Common Share of such Option.The cost to fund the Consideration is estimated to be approximately $1.11 billion, which will be funded through existing cash resources of the Company and the Debt Financing. ...
Public Transaction Summary

Plazacorp/KEYreit -- summary under Cash or Shares

Pursuant to amendments to the KEYreit Declaration of Trust, KEYreit will have the right to cause all of the remaining units to be sold to Plazacorp for the same consideration as under the bid, subject to the same overall (cash or share) consideration limits. ... Plazacorp and KEYreit believe that the Units acquired by Plazacorp under its offer can, when voted by Plazacorp, be included for purposes of the minority approval requirements of MI 61-101 (other than with respect to 2.4M units acquired from John Bitove pursuant to a lock-up agreement), as inter alia the consideration offered under this second step acquisition is equal in value to, and in the same form as, the consideration offered under the Offer. ...
Public Transaction Summary

First Capital -- summary under Domestic REITs

The REIT and FCR LP then transfer (under s. 85(2) in the case of FCR LP) their common shares of FCR to a Newco in consideration for notes and shares of Newco. ... Any Common Shares not transferred in consideration for Exchangeable LP Units will be transferred to the REIT in consideration for REIT Units. ... The REIT will transfer REIT NIB Note 1 to FCR LP in consideration for Class A LP Units. ...
Public Transaction Summary

TMX/Maple -- summary under Shares

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). ...
Public Transaction Summary

Brookfield (BPY)/BPO -- summary under Cash, units or exchangeable units

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. ...
Public Transaction Summary

Honeywell/COM DEV/exactEarth -- summary under Canadian Buyco

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. ...
Public Transaction Summary

Maxar -- summary under New Non-Resident Holdco

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. ...

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