David Weinberger

Pala Investments Holdings Limited and its subsidiary applied to the Ontario Securities Commission for an order to cease trade a shareholder rights plan (poison pill) adopted by the board of Neo Material Technologies Inc. in response to Pala's hostile partial take-over bid.

The Commission dismissed the application, finding that the board had acted in accordance with its fiduciary duties to protect the long-term interests of the corporation, and that an overwhelming majority of Neo's shareholders had made an informed decision to approve the rights plan in the face of the outstanding bid.

The Commission concluded it was not in the public interest to interfere with the board's decision or the shareholders' ratification at this time.

Pala Investments Holdings Limited and its subsidiary applied to the Ontario Securities Commission for an order to cease trade the shareholder rights plans of Neo Material Technologies Inc. The application was brought in the context of Pala's takeover bid for Neo.

The Commission dismissed the application, finding that the Second Shareholder Rights Plan was adopted by the Neo Board in response to the Pala Offer, was approved by an overwhelming majority of Neo shareholders, and there was no evidence of coercion or that the Board did not act in the best interests of the corporation.

The Commission concluded it was not in the public interest to grant the relief sought at this time.

The Special Committee of the Board of Directors of Patheon Inc. applied for relief under sections 104(1) and 127 of the Securities Act in connection with a take-over bid by JLL Patheon Holdings, LLC.

The Ontario Securities Commission dismissed the application, provided that JLL complies with several conditions.

These conditions included terminating a voting agreement with the MOVA Group, certifying the absence of any other agreements regarding the offer, amending the offer circular to disclose the decision, issuing a news release, and extending the offer period.

The Special Committee of Patheon Inc. applied to the Ontario Securities Commission for relief regarding an unsolicited take-over bid by JLL Patheon Holdings, LLC.

The Special Committee alleged that a voting agreement between JLL and a group of minority shareholders (the MOVA Group) violated the identical consideration and collateral benefit provisions of the Securities Act.

JLL proposed to terminate the voting agreement and extend the offer.

The Commission dismissed the Special Committee's application subject to conditions, including that JLL terminate the voting agreement, extend the offer for at least 15 days, and certify that no new agreement with the MOVA Group would be entered into for 120 days following the expiry of the offer.