The applicant corporation sought a final order approving a plan of arrangement under s. 192 of the Canada Business Corporations Act involving an exchange of interests with another corporation.
The court reviewed the requirements for approving a corporate arrangement as articulated by the Supreme Court of Canada, including whether the arrangement served a valid business purpose, complied with procedural safeguards, and was fair and reasonable to affected stakeholders.
Evidence showed the transaction resulted from arm’s‑length negotiations, received an independent fairness opinion, and was overwhelmingly approved by shareholders with dissent rights available.
The court found the arrangement structure appropriate given the complexity of the multi‑step transaction and determined the statutory “not practicable” requirement was satisfied.
The arrangement was approved as fair and reasonable.
