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ARTICLE · 18 JANUARY 2010

CSA Issues Staff Notice Regarding Varying The Terms Of Take-Over Bids

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The Canadian Securities Administrators (the "CSA") has recently issued CSA Staff Notice 62-305 – "Varying the Terms of Take-Over Bids" (the "Notice").

CanadaCorporate/Commercial Law
Jeff Hergott
Jeff Hergott
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The Canadian Securities Administrators (the "CSA") has recently issued CSA Staff Notice 62-305 - Varying the Terms of Take-Over Bids (the "Notice"). The Notice was issued in response to concerns expressed by certain market participants regarding the ability of an offeror to, at its sole discretion, during the course of a formal take-over bid (a "Bid"), negatively vary the terms of a bid (a "Negative Variation"). The CSA is of the view that Negative Variations include situations where an offeror:

  1. lowers the consideration offered under the Bid;
  2. changes the form of consideration offered;
  3. lowers the proportion of outstanding securities subject to the Bid; or
  4. adds a new condition to the Bid.

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