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ARTICLE · 01 FEBRUARY 2006

Unsolicited Takeover Bids: Defensive Strategies

Unsolicited takeover bids, also referred to as "hostile" or "contested" bids are presented directly to the target company's shareholders. They are fairly commonplace in Canada.

CanadaCorporate/Commercial Law

Unsolicited takeover bids, also referred to as "hostile" or "contested" bids (since they are made without the support of management and the board of directors of the target company), are presented directly to the target company's shareholders. They are fairly commonplace in Canada, relative to the number of Canadian companies that are widely held.

At the time of the writing of this article, several significant bids were in process. This is notwithstanding the fact that historically most hostile bids have been unsuccessful, due primarily to the fact that they were topped by a superior proposal and not because of successful "just say no" defences that occur in the United States. In fact, Canada does not support many of the defensive measures that are prevalent in the United States. In Canada, if a target company is put into play by an unsolicited takeover bid, there will generally be a change of control transaction. Opposition to an unsolicited takeover bid in Canada usually amounts to

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