CANADA: CSA adopt major changes to the Takeover Bid Regime

Friday February 26 2016

The Canadian Securities Administrators (CSA) published final amendments to rules governing takeover bids in Canada on 25 February 2016.

The changes have been adopted in National Instrument 62-104 Takeover bids, Issuer Bids (NI 62-104), National Policy 62-103 Takeover bids and Issuer Bids.

The most significant change introduced by the new rules, will require all non-exempt takeover bids to meet a minimum tender requirement of more than 50% of the outstanding securities that are subject to the bid (excluding securities owner by the bidder itself or jointly).

Additional amendments will also require:

• A minimum deposit period of 105 days, subject to certain specified exceptions which reduce the deposit period.
• An extension of 10 days on the deposit period after the minimum tender requirement and all other conditions are met.

The amendments are expected to come into force on 09 May 2016, subject to Ministerial approval (except in Ontario). In Ontario the new rules will come into force on the later of 09 May 2016 or the day on which certain sections of Schedule 18 of the Budget Measures Act, 2015 (Ontario) become effective.

Under current rules, non-exempt take-over bids must remain open for 35 days and are not subject to any minimum tender requirement or an extension requirement once the bidder has accepted deposited securities.

Please follow the link at the top of the page to view the CSA announcement on the revised takeover rules.