Back To Basics: Acquisition Structures For Canadian Public And Private M&A

Whether you are an investor, business owner or advisor, having an understanding of common structuring considerations is an important foundational element when contemplating the purchase or sale of a Canadian public or private company.

This article provides a high-level summary of the main acquisition structures used in Canadian public and private merger and acquisition ("M&A") transactions. With respect to public M&A, we discuss common structures, including takeover bids, amalgamations and plans of arrangement. For private transactions, we discuss the differences between asset deals and share purchases.¹

Public Company Acquisition Structures

Takeover Bids

A takeover bid (analogous to a U.S. "tender offer") ("TOB") is a transaction in which the purchaser makes a public offer directly to the shareholders of a target corporation to purchase outstanding voting or equity securities of a class that would result in the purchaser (and its joint actors) holding 20%