Robert John Morris

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.

Competing applications sought declarations regarding when interest began accruing on a promissory note issued as part of consideration for a receiver-approved asset sale.

The note holder argued that interest accrued from the asset purchase agreement’s final closing date, while the issuer sought rectification of the note to reflect a court‑approved amended form that tied interest payments to the note issuance date.

The court held the issuer had mistakenly issued an outdated form of note contrary to the prior court order approving the amended form.

Rectification was granted so the issued note conformed to the court‑approved amended note.

Interest therefore began accruing only once the note was issued following the priorities order identifying the noteholder and principal amount.

The applicant corporation sought a final order approving a plan of arrangement under s. 182 of the Ontario Business Corporations Act in connection with the acquisition of all outstanding shares by a subsidiary of the purchaser corporation for cash consideration.

The court applied the framework from BCE Inc. v. 1976 Debentureholders, requiring satisfaction that the transaction constituted a statutory arrangement, that procedural requirements were met, that the application was brought in good faith, and that the arrangement was fair and reasonable.

Evidence demonstrated a robust sale process, board oversight through a special committee, independent financial advice, and a significant premium to market value.

Shareholders overwhelmingly approved the arrangement, no dissent rights were exercised, and no opposition appeared.

The court concluded that the arrangement served a valid business purpose and fairly balanced the interests of affected stakeholders.