Headnote
National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions- Application for an order that the issuer is not a reporting issuer - Filer has no publicly held securities - Requested relief granted.
Applicable Legislative Provisions
Securities Act,R.S.O. 1990, c.S.5, as am., ss. 1(10).
May 21, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUÉBEC,
NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND
AND NEWFOUNDLAND AND LABRADOR
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS OF EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
BIOSCRYPT INC. (THE FILER)
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) to not be a reporting issuer in the Jurisdictions in accordance with the Legislation (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer was incorporated on June 25, 1987 under the Canada Business Corporations Act (CBCA) as Mytec Technologies Inc. By articles of amendments dated April 6, 2001, the Filer changed its name from Mytec Technologies Inc. to Bioscrypt Inc. The registered and principal office of the Filer is located at 505 Cochrane Drive, Markham, Ontario, L3R 8E3.
On February 1, 2008, 6897525 Canada Inc. (the Purchaser), a wholly-owned subsidiary of L-1 Identity Solutions Operating Company (Opco), which is in turn a direct, wholly-owned subsidiary of L-1 Identity Solutions, Inc. (L-1 Parent), offered to acquire all of the issued and outstanding common shares (the Shares) of the Filer by way of an arrangement under the CBCA (the Arrangement), the terms and conditions of which are described in the plan of arrangement contained in the Filer’s information circular dated February 1, 2008.
The Purchaser is incorporated under the CBCA and was formed solely for the purpose of engaging in the transaction contemplated by the Arrangement. Opco and L-1 Parent are each incorporated under the laws of the State of Delaware. The shares of L-1 Parent’s common stock are traded on the New York Stock Exchange under the trading symbol “ID”.
The Arrangement was approved by the securityholders of the Filer at a special meeting of the Filer on February 29, 2008 and subsequently approved by a final order of the Ontario Superior Court of Justice issued on March 4, 2008.
On March 5, 2008 the Purchaser, Opco and L-1 Parent completed the acquisition of all the issued and outstanding Shares of the Filer. As a result of the Arrangement, the Purchaser is now the sole shareholder of the Filer.
The Filer is applying for relief to not be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer. On April 9, 2008, the Filer filed a notice of voluntary surrender of reporting issuer status in British Columbia pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. As a consequence of filing this notice, the Filer ceased to be a reporting issuer in British Columbia on April 19, 2008.
As a result of the Arrangement, L-1 Parent, by operation of law, became a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador. Neither the Purchaser nor Opco is a reporting issuer, or its equivalent, in any jurisdiction in Canada.
Prior to the Arrangement, the Filer’s Shares were listed for trading on the Toronto Stock Exchange (the TSX) under the symbol “BYT”. The Shares were de-listed from the TSX at the close of trading on March 6, 2008. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations.
The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.
The Filer has no current intention to seek public financing by way of an offering of securities.
The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than the requirement to file by March 31, 2008 annual financial statements, related management’s discussion and analysis and officer’s certificates, and an annual information form in respect of the year ended December 31, 2007.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.
“James E.A. Turner”
Vice-Chair
Ontario Securities Commission
“Suresh Thakrar”
Commissioner
Ontario Securities Commission