TACTICAL PRIVATE PLACEMENTS
Further to our last blog post, below is an introduction of the use of tactical private placements as a defensive measure against unsolicited take-over bids.
See Chinese version below [中文版参阅下文].
There have been a few transactions in Canada in recent years where target companies have issued equity to friendly third parties at least in part to
discourage hostile bids. Not only does the hostile bid become more expensive, but with the new requirement that 50% of shareholders must support the bid, that approval becomes harder to achieve.
Any private placement that impacts a hostile take-over bid may be challenged in court and/or before the securities regulators. Relevant considerations in the cases to date include the timing of the private placement relative to the bid, whether the target required the financing, the impact of the private placement on the hostile bid or on a second bidder or locked-up shareholder, and whether the private placement was approved by shareholders.