CANADA: Ontario Adopts New Harmonised Takeover Bid Regime

Monday May 23 2016

On 25 February, 2016, the Canadian Securities Administrators (CSA) published amendments to the Takeover Bid Regime. The amendments introduce three fundamental changes to the regime, by subjecting all non-exempt take-over bids (including particle bids) to the following new requirements:

• A minimum deposit period of at least 105 days for an offeror’s bid;
• A greater than 50% minimum tender condition; and
• A minimum 10 day extension period.

The amendments, which were approved by the Ontario Minister of Finance on 31 March 2016, will come into force in Ontario on 09 May, 2016. Takeover bids commencing prior to 09 May 2016, or competing bids to such take-over bids, will be governed by the previous regime. The revised amendments, will not however apply to take-over bids commenced in securities of an issuer which announced an alternative transaction prior to 09 May 2016.

The main legislative amendments include:

• The adoption in Ontario of MI 62-104 and repeal of OSC Rule 62-504, as discussed above;
• Amendments to National Instrument 62-103 Early Warning System and Related Take-Over Bids and Insider Reporting Issues; and,
• Amendments to the Securities Act (Ontario) (OSA)

For details concerning the initial CSA announcement please see our previous article of 26 February 2016:
http://www.funds-axis.com/news-articles/canada-csa-adopt-major-changes-to-the-takeover-bid-regime/ 

Please click on the link above for further details.