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ARTICLE · 19 NOVEMBER 2024

Alberta Securities Commission Cease-Trades Retroactive Poison Pill

Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
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On November 6, 2024, the Alberta Securities Commission (ASC) issued an order that will serve as an important precedent for the review of shareholder rights plans...

CanadaCorporate/Commercial Law

Introduction

On November 6, 2024, the Alberta Securities Commission (ASC) issued an order that will serve as an important precedent for the review of shareholder rights plans in the wake of the 2016 amendments to Canada's takeover bid regime. In Re Greenfire Resources Ltd, the ASC allowed an Application to cease-trade a shareholder rights plan (Rights Plan) that had been adopted by Greenfire Resources Ltd. (Greenfire) in the absence of a formal takeover bid and in direct response to the announcement of an exempt purchase of Greenfire common shares. The ASC also dismissed a Cross-Application that had been brought by Greenfire to cease-trade the share purchase.

Background

On September 16, 2024, certain funds managed by Waterous Energy Fund Management Corp. (WEF) announced that they had entered into share purchase agreements to acquire 43.3% of Greenfire's common shares from three Greenfire shareholders (the Share Purchase). As each of the selling shareholders

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