Application for a final order approving a corporate plan of arrangement under s. 182 of the Ontario Business Corporations Act.
The proposed transaction involved the acquisition and division of assets of the corporation among related entities, with shareholders receiving a combination of cash and shares.
The court reviewed the governing framework established in BCE Inc. v. 1976 Debentureholders, requiring that the transaction constitute an arrangement, comply with statutory and court-ordered procedures, be proposed in good faith, and be fair and reasonable.
Evidence showed overwhelming shareholder approval, provision of dissent rights, and oversight by an independent special committee with fairness advice.
The court concluded the arrangement had a valid business purpose and fairly balanced the interests of affected stakeholders.
