Weed Wars Part III: The Joint Actor Issue

In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a bidder and target company shareholders might be considered "joint actors." Our previous communications on this case can be found here and here.¹

Background

At the hearing, CanniMed argued that four of its shareholders (collectively, the Locked-Up Shareholders) who had signed "hard" lock-up agreements with Aurora committing them to tender their shares to the Aurora offer should be considered to be acting jointly or in concert with Aurora in respect of the bid. As evidence of a joint actor relationship, CanniMed pointed to the terms of the hard lock-up agreements, which committed the Locked-Up Shareholders to vote against other acquisition proposals or actions that might frustrate