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Vendor must enforce standstill agreement against unsuccessful bidder despite fiduciary out clause for superior proposals.
Sunrise REIT initiated an auction process to sell its assets, requiring interested parties, including Ventas and HCPI, to sign confidentiality and standstill agreements.
Ventas submitted the winning bid, and Sunrise signed a purchase agreement containing a 'fiduciary out' clause allowing it to consider superior unsolicited proposals, but also requiring it to enforce existing standstill agreements.
HCPI subsequently submitted a higher bid.
The Court of Appeal upheld the application judge's ruling that the purchase agreement obliged Sunrise to enforce HCPI's standstill agreement, thereby precluding Sunrise from considering HCPI's bid, as it was not a 'bona fide' proposal due to the breach of the standstill agreement.
Settlement approved for mining company's failure to make timely disclosure of material change.
Staff of the Ontario Securities Commission and the respondent mining company entered into a settlement agreement regarding the respondent's failure to make timely disclosure of a material change related to a rock fall and resulting gold production shortfall.
The Commission approved the settlement, finding it to be in the public interest given the respondent's cooperation, voluntary remedial steps, and lack of prior disciplinary history.
The settlement required the respondent to fund an independent review of its disclosure practices and implement approved recommendations.
