Canada – CSE Takeovers By Listed Issuers

Canada – CSE Takeovers By Listed Issuers

On 13 July 2021, CSE issued notice on takeover disclosure requirements.

  • CSE issued guidance, expectations on disclosing certain acquisitions by listed issuers.
  • Exchange reviewed acquisitions of private companies by listed issuers that do not seem to meet fundamental changes criteria, yet significant number of listed securities.
  • Cited CSE Policy 6 distributions, for acquisitions involving issuance of securities; CSE Policy 8, fundamental changes, changes of business, fundamental change transactions.

Acquisition Public Disclosure Rules

  • Listed issuers required to immediately post notice of proposed acquisition (Form 9).
  • At least 1 full business day prior to closing, must post amended Form 9, if applicable.
  • Stated proposed acquisitions should be consistent with disclosed business objectives.
  • Reviewed situations in which proper disclosures of changes to investment strategy may not be provided by the issuer, based on prior disclosure and shareholder approvals.
  • Required to consult exchange prior to contemplating fundamental change transactions.
  • To determine if fundamental change, should consult with exchange in advance for an acquisition considering listed securities, convertible/exchangeable into listed securities.
  • Described conditions or restrictions if determined a fundamental change is applicable.
  • Discussed remedial action for transaction with inadequate disclosure/evidence of value.
  • Actions based on interest of shareholders, a review of board suitability requirements.