3 total
Application for exemptive relief from minimum tender requirement in take-over bid dismissed.
ESW Capital, LLC applied for exemptive relief from the minimum tender requirement under the Securities Act in connection with its proposed take-over bid for Optiva Inc. The proposed bid was opposed by two other control block shareholders, Maple Rock and EdgePoint, who announced they would not tender their shares.
ESW sought to exclude their shares from the minimum tender calculation.
The Ontario Securities Commission dismissed the application, finding no exceptional circumstances or abusive conduct by the target, bidder, or control block shareholders that would warrant altering the recalibrated bid regime and undermining minority shareholder choice.
Private party denied standing to bring section 127 application regarding alleged disclosure deficiencies in related party transaction.
The applicant, a minority shareholder, sought standing to bring an application under section 127 of the Securities Act to delay a special meeting and require corrective disclosure in a management information circular regarding a related party transaction.
The respondent brought a motion to deny standing.
The Commission granted the motion and denied standing, finding that the application raised no novel issues, the alleged disclosure deficiencies had already been widely debated in the market, and intervening at a late stage would unduly interfere with the justified expectations of market participants.
Application granted declaring that the issuer is no longer a reporting issuer.
The Applicant applied for a decision under the securities legislation of Ontario and Alberta that it is not a reporting issuer.
The Decision Maker found that the Applicant met the requirements, including having fewer than 51 security holders in Canada and no securities traded on a marketplace.
The application was granted, and the Applicant was ordered to no longer be a reporting issuer.
