The new regime – Lexpert

Jun 23, 2016

The Canadian Securities Administrators (CSA) have made significant changes to the Canadian take-over bid regime, and in an article in Lexpert, journalist Sheldon Gordon canvasses a range of legal experts to determine the impact the amendments are expected to have. Specifically, take-over bids must now remain open for 105 days – a substantial increase from the previous 35-day timeline – and the CSA have imposed a 50% minimum tender requirement as well as a 10-day extension of the bid once that threshold has been met. In the article, Noralee Bradley, a partner in Osler’s Calgary office, comments on the effect the extended bid period may have on hostile take-overs.

Hostile bidders, she explains, always “want to get their deal done quickly. By their very nature, hostile bids are opportunistic. These new rules are going to slow things down, and mitigate the ability to quickly capitalize on an opportunistic bid period.”

Noralee goes on to discuss the role shareholder rights plans will play under the new regime and how last year’s take-over battle between bidder Suncor Energy Inc. and target Canadian Oil Sands Ltd. (COS) might have played out had the amendments already been introduced.

“We would have had, under this new regime, a little longer than 90 days to decide” on Suncor’s offer, says Noralee, who was lead counsel for COS at the hearing before the Alberta Securities Commission (ASC) on the company’s shareholder rights plan. “We wouldn’t have had the distraction of having to appear before the ASC to defend the rights plan. Under the new rules, that’s one part of the battleground that you may not have to expend time and resources on.”

To learn more about the impact of the CSA’s amendments, read Sheldon Gordon’s full article “The new regime” in Lexpert