Search - consideration

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. ...

("Purchaseco"- a Newco with nominal assets and capital) of each Class A subordinate voting share (a "Class A share") of ShawCor in consideration for one Purchaseco share common share and of each Class B multiple voting share (a "Class B share") in consideration for 90% of $43.43 in cash and 10% of 1.1 common shares of Purchaseco, following which Purchaseco will be amalgamated with ShawCor. ... Class A shares will be transferred to Purchaseco for Purchaseco common shares on a one-for-one basis Class B shares will be transferred to Purchaseco in consideration for cash equal to 90% of $43.43 for each Class B share and Purchaseco common shares on the basis of 10% of 1.1 Purchaseco shares for each Class B share ShawCor and Purchaseco will amalgamate, with the ShawCor shares being cancelled Options will represent an option to acquire the equivalent number of Amalco shares (and similarly re employee share unit plan awards and DSUs) A cash dividend of $1.00 per share will become payable on the Amalco common shares Shareholder approvals 2/3 of the votes cast by Class A and Class B shareholders voting as a class A simple majority of the Class A share votes A simple majority of the Class B share votes Canadian tax consequences The exchange of Class A shares for Purchaseco common shares will be governed by s. 85.1. ...

Molycorp/Neo Material-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Acquisition of Neo Material by Molycorp using exchangeable share structure Overview Under a proposed CBCA plan of arrangement, a BC subsidiary (Exchangeco) of Molycorp, a Delaware NYSE-listed corporation, will acquire all of the common shares of NEM, a CBCA TSX-listed corporation producing rare earth products and valued under the Arrangement at $1.3 billion, in consideration for cash or Molycorp shares at the option of the NEM shareholder (but subject to proration adjustments to ensure that the total cash and share consideration are 71.24% and 28.76%, respectively, of the total)- provided that Canadian-resident taxable shareholders may elect to receive their share consideration in the form of exchangeable shares of Exchangeco. ...

Furthermore, however, they will jointly purchase all the Filo shares for consideration consisting of BHP and Lundin Mining cash of around $1.908 billion and $0.859 billion, respectively, and the issuance by Lundin Mining of around 92.1 million shares. ... The plumbing to accomplish the final structure of JVCo holding all of Filo and Josemaria in general involves: BHP lending both the Filo acquisition cash and JV cash to Lundin Mining and receiving the "BHP notes"; Lundin Mining then acquiring all the Filo shares (not already held by BHP and it) for the agreed cash and share consideration; Lundin Mining then contributing Filo (through intermediate Canadian holding companies) to JVCo in consideration for shares and the assumption of the BHP notes; and BHP converting the BHP notes into JVCo shares (as well as transferring its existing 5% interest in Filo to JVCo for JVCo shares); so that, after the dust settles, JVCo is held on the agreed 50-50 basis. ...

The consideration paid was the issuance of preferred shares with a redemption amount of $340 million or $240 million, depending on when two Inter Pipeline projects came into production. ... ("Putco") was incorporated, with each of the Trust and IPL holding 50% of its shares following the incorporation of the Purchaser, all its Class A Voting Shares were held by the Trust, and all of its Class B Non-Voting Common Shares of the Purchaser (representing a 99.999% equity interest) were held by Inter Pipeline Pipeline Assets Corporation ("PAC"), which was the sole shareholder of PMI and whose shareholders were four managers of PMI and a family holding company of the Chairman, was sold by those shareholders to the Purchaser pursuant to a share purchase agreement under the share purchase agreement, the Purchaser issued Preferred Shares to the vendors comprising Class A Preferred Shares having a redemption amount of $170 million and Class B Preferred Shares with a redemption amount of $170 million provided that the redemption amount of each Class B Preferred Share was multiplied by 70/170 (i.e., reducing the aggregate redemption amount to $70 million) if the "Trigger Date" had not occurred by January 1, 2017, i.e., both the Foster Creek and Christina Lake projects were not yet producing revenue each such Preferred Shares also: was entitled to receive cash dividends equal to the cash distributions on a Class A Unit of Inter Pipeline; was puttable for its fair market value to Putco; had a redemption and retraction amount equal to the current market price of a Class A Unit of Inter Pipeline plus unpaid distributions (subject, in the case of a Class B Preferred Share, to being multiplied by 70/170 as per above); was retractable on the first to occur of various specified dates including January 1, 2014 (in the case of the Class A Preferred Shares) or the first to occur of the Trigger Date and January 1, 2017 (in the case of the Class B Preferred Shares), and was redeemable on June 1, 2038 (or earlier on certain events) the Purchaser agreed that at the request of any vendor it would execute a joint s. 85(1) election form the Purchaser and PAC then amalgamated, with the Preferred Shares of the vendors becoming Preferred Shares of Amalco ("GP Holdco") having 32% of the total votes, with the Trust owning all of the Class A Voting Shares of GP Holdco representing a controlling 68% voting interest and with Inter Pipeline holding all the Class B Non-Voting Common Shares Plan of Arrangement Under the Plan of Arrangement: IPL will exercise a call option and acquire the one issued and outstanding voting share of Putco owned by the Trust each outstanding Class A Preferred Share (or Class B Preferred Share) of GP Holdco will be transferred to IPL in exchange for one Common Share (or one Convertible Share) of IPL; each Convertible Share will be automatically converted into one Common Share on the Trigger Date, or into 70/170 of a Common Share if January 1, 2017 occurs first each outstanding Class A unit of Inter Pipeline will be transferred to IPL in exchange for one Common Share of IPL the Trust will transfer its Class A Voting Shares of GP Holdco to IPL for cash consideration the one issued and outstanding Common Share of IPL owned by the Trust will be transferred by it to IPL for cash consideration equal to its market value PMI will assume all obligations of Inter Pipeline, and contribute to PMI a loan of $288.6 million owing by Inter Pipeline to PMI, in consideration for the issuance of Class B Units of Inter Pipeline IPL will transfer all of its Class A Units of Inter Pipeline to PMI in consideration for preferred shares of PMI with an aggregate redemption amount equal to the fair market value of the transferred units accordingly, Inter Pipeline will be wound-up by operation of law into PMI an amended DRIP will become effective outstanding deferred unit rights will be amended to refer to IPL IPL, GP Holdco, PMI and Putco will amalgamate, with the authorized capital of the amalgamated corporation (New Inter Pipeline) consisting of Preferred Shares and Common Shares, with each outstanding Common Share and Convertible Share of IPL being converted into one Common Share or Convertible Share, as the case may be, of New Inter Pipeline and with each issued and outstanding share in the capital of GP Holdco, PMI and Putco being cancelled Canadian tax consequences S. 85. ...