Anxious wait for reasons in OSC report on Aurora/CanniMed - Financial Post

Jeremy Fraiberg

Jan 31, 2018

The reasons for the first “poison pill” decision by Canadian securities regulators under the new take-over bid regime adopted across Canada in May 2016 will be of considerable interest to market participants, Osler partner Jeremy Fraiberg explains to Financial Post. In his article, author Barry Critchley examines a December 2017 decision by the Ontario Securities Commission (the OSC) and the Financial and Consumer Affairs Authority of Saskatchewan (the FCAAS), which made an order cease trading the shareholder rights plan adopted by CanniMed Therapeutics Inc. (CanniMed) in response to an unsolicited take-over bid by Aurora Cannabis Inc. (Aurora).

Jeremy, Co-Chair of Osler’s Mergers & Acquisitions Group, tells Financial Post he will be looking for answers on whether the regulator was concerned about “this specific pill and its prohibition on the bidder entering lock-up agreements,” or whether it had broader concerns about the use of pills “to prevent creeping up 5 per cent during the course of the bid.”

Jeremy says that if the latter emerges as the concern, “any hostile bidder would be able to buy an additional 5 per cent during the course of the bid, regardless of whether the bid is ultimately successful.”

If you subscribe to Financial Post online, read Barry Critchley’s article “Anxious wait for reasons in OSC report on Aurora/CanniMed” in Financial Post.