After a joint hearing in mid-December, the Ontario and
Saskatchewan securities commissions released identical orders in
respect of the unsolicited take-over bid by Aurora Cannabis Inc.
for the issued and outstanding common shares of CanniMed
Therapeutics Inc. and CanniMed's use of a shareholder rights
plan in response to Aurora's unsolicited offer. Although the
reasons of the securities commissions have not yet been released,
several important implications have emerged from the orders
regarding the use of shareholder rights plans as a deal protection
measure.
Background
On November 14, 2017, Aurora disclosed that it had submitted an
acquisition proposal to the board of directors of CanniMed to
acquire CanniMed in consideration for Aurora shares. In its
disclosure, Aurora added that it had entered into irrevocable
lock-up agreements with shareholders representing 38% of the issued
and outstanding CanniMed shares (collectively, the Locked-Up
Shareholders). Under the
