Amending Interim Order and Circular for a Superior Proposal – Plan of Arrangement Leftovers

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The proposed acquisition of Prime Restaurants discussed in this recent post by Robert Hansen continues to whet our blogging appetite. Prime had initially signed a friendly deal to be acquired by Cara Operations via a plan of arrangement and put out a proxy circular dated November 10th with a record date of November 4th and a shareholders meeting date set for December 12th. Prime also obtained an interim court order for the deal on November 14th. But the Cara deal was not to be, and on November 28th, having received a superior all-cash offer from Fairfax Financial Holdings, Prime terminated the Cara deal and signed a new deal with Fairfax.
 
What happened next is the neat legal morsel that caught our attention: on December 6th, Prime successfully amended the interim court order for the Cara deal to reflect the terms of the new Fairfax deal (rather than seeking a new interim order), including delaying the shareholders meeting to December 22nd, but preserving the record date of November 4th. Similarly, Prime amended and restated the proxy circular it had put out for the Cara deal to provide for and describe the new Fairfax deal. Regulatory compliance with NI 54-101? Check. Shareholders provided with the opportunity to form a reasoned judgment on the Fairfax deal? Check. Locking out merger arbitrageurs by preserving the record date?  Check. Prime seems to have used all the right ingredients so far, but only time – and the result of the shareholders vote – can tell. The proof is, as they say, in the pudding.

Plan of arrangement public M&A shareholder approval shareholder meeting

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