Canadian Securities Administrators Amend Take-Over Bid Rules

After many months of soliciting and considering comments, on February 25, 2016, the Canadian Securities Administrators announced amendments to the take-over bid rules.¹ The new regime makes three principal changes:

1. Bid must be open for 105 days, with exceptions

2. Under the previous take-over bid regime, the minimum deposit period was 35 days. The new rules require a minimum deposit period of 105 days unless the target issuer's board waives this requirement, supports a competing bid or announces an "alternative transaction", as discussed below.

3. More than 50 percent of the securities of the class must be tendered

4. As a bid condition, the new rules require that more than 50 percent of the securities of the class being bid for, other than those securities beneficially owned or controlled by the bidder or its joint actors, be tendered.²