Securities Commissions Provide Guidance On New Take­–Over Bid Regime

Aurora Cannabis Inc. (Re), 2018 ONSEC 10, the Ontario Securities Commission and the Saskatchewan Financial and Consumer Affairs Authority (the "Commissions") recently, and for the first time, provided guidance on the conduct of hostile take-over bids under the new Canadian regulatory regime, which came into force in early 2016. The Commissions held that, in essence, the take-over bid regime is a nearly complete code. Notably, the Commissions held that: tactical shareholder rights plans will rarely be allowed; the minimum bid period will seldom be abridged beyond the enumerated exceptions; and, the bidder's ability to purchase up to 5 per cent of shares of the target on the open market will rarely be negated.