Nathalie Nouvet

The applicant, VBI Vaccines Inc., sought court approval for a sale transaction structured as a reverse vesting order (RVO) to its secured lender, K2 HealthVentures, as part of its CCAA insolvency proceedings.

The motion also sought collateral relief, including releases for various parties and the ability to sell residual assets up to $5 million without further court approval.

The court granted the motion, finding that the RVO was necessary and met the stringent Harte Gold factors, as well as the traditional Sound Air factors.

The RVO was deemed essential due to the debtor's highly regulated industry and the non-assignability of its intellectual property and government licenses, making it the only viable option to maximize value compared to a bankruptcy scenario.

The court also approved the releases and the limited authority to sell residual assets, noting the Monitor's support and the lack of opposition from stakeholders.

The applicant applied to the Ontario Superior Court to recognize a summons issued by a Quebec provincial court for Ontario witnesses to testify via video-link in a Quebec securities trial.

The applicant relied on s. 152(4) of the Ontario Securities Act, the Interprovincial Summonses Act (ISA), and inherent jurisdiction.

The court dismissed the application, finding that s. 152(4) applies to administrative tribunals, not courts.

Furthermore, the ISA prohibits recognizing a summons from a province that lacks an absolute immunity provision, which Quebec does not have.

The court declined to exercise inherent jurisdiction to bypass the statutory immunity requirement.