For Immediate ReleaseSeptember 11, 2014
Toronto - The Canadian Securities Administrators (CSA) today published CSA Notice 62-306 Update on Proposed National Instrument 62-105 Security Holder Rights Plans and the Autorité des marchés financiers (AMF) Consultation Paper An Alternative Approach to Securities Regulators’ Intervention in Defensive Tactics.
The two defensive tactics policy proposals by the CSA and the AMF related to National Policy 62-202 Defensive Tactics and were aimed at addressing concerns raised with the defensive tactics currently available to boards of directors of target issuers facing unsolicited or “hostile” take-over bids.
Following a review of the comments on both proposals and further reflection and analysis, the CSA have determined to develop a new harmonized regulatory proposal based on amendments to the current take-over bid regime (Proposed Bid Amendments).
“We have worked to develop a harmonized take-over bid regime for all Canadian jurisdictions and have been successful in achieving national agreement,” said Bill Rice, Chair of the CSA and Chair and CEO of the Alberta Securities Commission. “The proposed amendments are designed to provide target boards with additional time to respond to hostile bids while reserving for shareholders the ability to make voluntary, informed and co-ordinated tender decisions.”
Specifically, the Proposed Bid Amendments would require that all non-exempt take-over bids:
Subject to receipt of necessary approvals, the CSA intend to publish complete details of the Proposed Bid Amendments for comment during the first quarter of 2015. The proposal would involve amendments to the take-over bid regime contained in Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (for jurisdictions other than Ontario), Part XX of the Securities Act (Ontario) and Ontario Securities Commission Rule 62-504 Take-Over Bids and Issuer Bids (for Ontario).
The CSA Notice published today can be found on CSA members’ websites.
The CSA, the council of the securities regulators of Canada’s provinces and territories, coordinate and harmonize regulation for the Canadian capital markets.
Carolyn Shaw-Rimmington Ontario Securities Commission 416-593-2361
Mark Dickey Alberta Securities Commission 403-297-4481
Richard Gilhooley British Columbia Securities Commission 604-899-6713
Sylvain Théberge Autorité des marchés financiers 514-940-2176
Kevan Hannah Manitoba Securities Commission 204-945-1513
Andrew Nicholson Financial and Consumer Services Commission, New Brunswick 506-658-3021
Tanya Wiltshire Nova Scotia Securities Commission 902-424-8586
Janice Callbeck Office of the Superintendant of Securities, P.E.I. 902-368-6288
Don Boyles Office of the Superintendent of Securities Newfoundland and Labrador 709-729-4501
Rhonda Horte Office of the Yukon Superintendent of Securities 867-667-5466
Louis Arki Nunavut Securities Office 867-975-6587
Gary MacDougall Northwest Territories Securities Office 867-920-3318
Denny Huyghebaert Financial and Consumer Affairs Authority of Saskatchewan 306-787-5548
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