Arrangement

Hut 8 Announces Receipt of Interim Order and Filing of Management Information Circular in Connection with the Business Combination with US Bitcoin

Retrieved on: 
Monday, August 14, 2023
Bitcoin, Shareholder, Data mining, Model Business Corporation Act, Special, Arrangement, EDGAR, Hut 8, Transaction, SEDAR, Supreme court, Law of the United Kingdom, Interim order, TSX, Security (finance)

TORONTO, Aug. 14, 2023 /PRNewswire/ -- Hut 8 Mining Corp. (Nasdaq: HUT) (TSX: HUT) ("Hut 8" or the "Company"), one of North America's largest, innovation-focused digital asset mining pioneers, and high performance computing infrastructure provider, is pleased to announce that, in connection with its previously announced business combination (the "Transaction") with U.S. Data Mining Group, Inc. dba US Bitcoin Corp ("USBTC") to be effected by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), the Company has obtained an interim order from the Supreme Court of British Columbia (the "Interim Order"). The Interim Order provides for, among other things, the holding of a special meeting (the "Special Meeting") of the holders of common shares of the Company (the "Shareholders") to approve the Arrangement. The Special Meeting is scheduled to be held on September 12, 2023 at 10 a.m. ET and the record date for determining Shareholders entitled to receive notice of and vote at the Special Meeting has been fixed as the close of business on August 8, 2023.

Key Points: 
  • The Interim Order provides for, among other things, the holding of a special meeting (the "Special Meeting") of the holders of common shares of the Company (the "Shareholders") to approve the Arrangement.
  • The Special Meeting is scheduled to be held on September 12, 2023 at 10 a.m.
  • ET and the record date for determining Shareholders entitled to receive notice of and vote at the Special Meeting has been fixed as the close of business on August 8, 2023.
  • The management information circular and related materials provide details of the Special Meeting and how Shareholders or their duly appointed proxyholders can attend, access, and participate in the Special Meeting.

Optimum Ventures Announces Mailing of Materials, Receipt of Interim Order and Conditional Approval

Retrieved on: 
Friday, August 11, 2023
LLP, TSX Venture Exchange, Model Business Corporation Act, Committee, Britannia's Gold Ltd, Arrangement, Finance Secretary (India), Meeting, The Meeting, Suite, Circular, Acquisition, Gold, Hearing, Burrard Street, Transaction, Supreme court, Law of the United Kingdom, Interim order, Court, Proxy, Rare-earth element, Financial adviser, Audit, Wizards (film), Mathematical optimization

The deadline for Optimum Securityholders to return their completed proxies or voting instructions forms is 11:00 a.m. (Vancouver time) on Tuesday, August 29, 2023.

Key Points: 
  • The deadline for Optimum Securityholders to return their completed proxies or voting instructions forms is 11:00 a.m. (Vancouver time) on Tuesday, August 29, 2023.
  • On July 31, 2023, the Company was granted an interim order (the "Interim Order") by the Court regarding the Arrangement.
  • The Interim Order authorizes Optimum to proceed with various matters relating to the Arrangement and provides notice to the Optimum Securityholders of the date and time of the hearing of the petition to approve the Arrangement.
  • Completion of the Arrangement is conditional upon receipt of a final order by the Court.

IOU Financial Inc. Calls Special Shareholders' Meeting for Going-Private Transaction

Retrieved on: 
Thursday, August 10, 2023
Online, Minority, Model Business Corporation Act, Committee, Superior court, Financial assistance (share purchase), Fintech, Arrangement, Rolling, IOU, Meeting, LLLP, Dynamex Operations West, Inc. v. Superior Court, Special, Neuberger Berman, Consideration, Interim order, Court, Canadian House of Commons Special Committee on Electoral Reform, Proxy, Security (finance), Shareholder, Share (finance)

Meeting to be held on September 12, 2023 in Virtual-Only Format

Key Points: 
  • Meeting to be held on September 12, 2023 in Virtual-Only Format
    MONTREAL, Aug. 10, 2023 /PRNewswire/ - IOU Financial Inc. (TSXV: IOU) ("IOU" or the "Company") today announced that the Superior Court of Québec (the "Court") has issued an interim order (the "Interim Order") authorizing, among other things, the holding of a special meeting (the "Meeting") of shareholders of IOU ("Shareholders") on September 12, 2023.
  • Pursuant to the Interim Order, the Meeting will be held on September 12, 2023 at 11:00 a.m. (Montréal time).
  • Shareholders of record as of the close of business on August 8, 2023 will be entitled to receive notice of, to participate in, and to vote at the Meeting.
  • Details on the virtual Special Meeting and how Shareholders can access the Meeting will be set out in the circular.

Polydex Pharmaceuticals Limited and BioSpectra Inc. Announce Business Combination

Retrieved on: 
Wednesday, August 9, 2023
OTC Markets Group, Iron supplement, Marketing, Arrangement, Sulfate, Sale, US, Security (finance), Fine chemical

The Arrangement was effected pursuant to a statutory plan of arrangement (the “Arrangement”) under section 182 of the Ontario Business Corporations Act (the “OBCA”).

Key Points: 
  • The Arrangement was effected pursuant to a statutory plan of arrangement (the “Arrangement”) under section 182 of the Ontario Business Corporations Act (the “OBCA”).
  • The Arrangement resulted in each issued and outstanding share of Polydex being deemed transferred to BioSpectra by each Polydex shareholder, without any further act or formality on the part of the Polydex shareholder.
  • Each Polydex shareholder as of the effective time of the Arrangement will receive consideration in exchange for their shares.
  • Polydex shares were de-listed as of the close of trading on August 7, 2023.

IOU Determines that the NMEF Proposal does not Constitute a Superior Proposal and Re-Affirms its Unanimous Recommendation that Shareholders Vote FOR the Arrangement

Retrieved on: 
Wednesday, August 9, 2023
Canadian House of Commons Special Committee on Electoral Reform, Shareholder, Gambler (board game), Committee, Power purchase agreement, Arrangement, IOU, The Company, Property management, Security (finance)

That determination follows a comprehensive review of the NMEF Proposal by the special committee (the "Special Committee") of the board of directors of IOU (the "Board") and the Board, with the benefit of advice of their legal counsel and financial advisor.

Key Points: 
  • That determination follows a comprehensive review of the NMEF Proposal by the special committee (the "Special Committee") of the board of directors of IOU (the "Board") and the Board, with the benefit of advice of their legal counsel and financial advisor.
  • To be successfully consummated, the NMEF Proposal would need, among other things, to gather the support of more than two-thirds of the holders of Shares (the "Shareholders"), which would not be possible in the present circumstances without the support of the Purchaser and its affiliates.
  • Despite having been given an opportunity, in writing and orally, to clarify how it intended to overcome the Purchaser's opposition to the NMEF Proposal, NMEF did not propose any satisfactory course of action pursuant to which the NMEF Proposal could reasonably be expected to be consummated.
  • For more information on the Arrangement Agreement, please see IOU's press release of July 14, 2023.

Flowserve and Velan Extend the Outside Date of their Arrangement Agreement

Retrieved on: 
Tuesday, August 1, 2023
Other Manufacturing, Steel, Machinery, Packaging, Machine Tools, Metalworking & Metallurgy, Engineering, Chemicals, Plastics, Manufacturing, Flowserve, TSX, VLN, Velan, Arrangement, Corporation, FLS, NYSE, Toyota Canada Inc., Reinsurance

Flowserve Corporation (NYSE: FLS) and Velan Inc. (“Velan”) (TSX: VLN) today announced that they have extended the outside date (the “Outside Date”) of the arrangement agreement made as of February 9, 2023, among Velan, 14714750 Canada Inc. (“Purchaser”) and Flowserve US Inc., as amended by the first amendment to the arrangement agreement dated March 27, 2023 (the “Arrangement Agreement”).

Key Points: 
  • Flowserve Corporation (NYSE: FLS) and Velan Inc. (“Velan”) (TSX: VLN) today announced that they have extended the outside date (the “Outside Date”) of the arrangement agreement made as of February 9, 2023, among Velan, 14714750 Canada Inc. (“Purchaser”) and Flowserve US Inc., as amended by the first amendment to the arrangement agreement dated March 27, 2023 (the “Arrangement Agreement”).
  • In accordance with the definition of Outside Date in the Arrangement Agreement, given that the Regulatory Approvals (as such term is defined in the Arrangement Agreement) have not all been obtained at this time, Velan and Purchaser have given written notices to each other that they each wish to extend the Outside Date for an additional 30 days to September 7, 2023.

Reunion Neuroscience Inc. and MPM BioImpact Announce Completion of Plan of Arrangement

Retrieved on: 
Tuesday, August 1, 2023
Ontario Superior Court of Justice, Share, BioImpacts, Toronto Stock Exchange, Canada Business Corporations Act, Reunion, Share (finance), Arrangement, US, TSX, DRS, MPM, Security (finance)

TORONTO, Aug. 01, 2023 (GLOBE NEWSWIRE) -- Reunion Neuroscience Inc. (TSX: REUN, NASDAQ: REUN) ("Reunion" or the "Company"), a clinical-stage biopharmaceutical company committed to developing innovative and patented therapeutic solutions for underserved mental health conditions and MPM BioImpact ("MPM") are pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") effective today, whereby MPM acquired Reunion in an all-cash transaction valued at approximately US$13.1 million by way of a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act.

Key Points: 
  • TORONTO, Aug. 01, 2023 (GLOBE NEWSWIRE) -- Reunion Neuroscience Inc. (TSX: REUN, NASDAQ: REUN) ("Reunion" or the "Company"), a clinical-stage biopharmaceutical company committed to developing innovative and patented therapeutic solutions for underserved mental health conditions and MPM BioImpact ("MPM") are pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") effective today, whereby MPM acquired Reunion in an all-cash transaction valued at approximately US$13.1 million by way of a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act.
  • Pursuant to the terms and conditions of a definitive arrangement agreement entered into by Reunion and affiliates of MPM on May 31, 2023, all holders of outstanding common shares ("Shares") of Reunion are entitled to receive US$1.12 in cash for each Share held immediately prior to the effective time of the Arrangement.
  • With the completion of the Arrangement, the Shares are expected to be de-listed from the Toronto Stock Exchange on the close of markets on or around August 2, 2023.
  • The Company is in the process of applying to cease to be a reporting issuer under applicable Canadian securities laws.

LKQ Corporation Completes Acquisition of Uni-Select Inc.

Retrieved on: 
Tuesday, August 1, 2023
Toronto Stock Exchange, Model Business Corporation Act, Asset purchase agreement, Arrangement, LKQ Corporation, Acquisition, TSX, DRS, UNS, LKQ, Security (finance)

CHICAGO and BOUCHERVILLE, Quebec, Aug. 01, 2023 (GLOBE NEWSWIRE) -- LKQ Corporation (Nasdaq: LKQ) (“LKQ”) and Uni-Select Inc. (TSX: UNS) (“Uni-Select”) today announced the completion of the previously-announced acquisition of Uni-Select by 9485-4692 Québec Inc. (the “Purchaser”), a wholly-owned subsidiary of LKQ by way of a plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (Québec).

Key Points: 
  • CHICAGO and BOUCHERVILLE, Quebec, Aug. 01, 2023 (GLOBE NEWSWIRE) -- LKQ Corporation (Nasdaq: LKQ) (“LKQ”) and Uni-Select Inc. (TSX: UNS) (“Uni-Select”) today announced the completion of the previously-announced acquisition of Uni-Select by 9485-4692 Québec Inc. (the “Purchaser”), a wholly-owned subsidiary of LKQ by way of a plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (Québec).
  • Under the terms of the Arrangement, the Purchaser has acquired all of the issued and outstanding shares of Uni-Select for C$48.00 per share in cash.
  • Consideration for the purchased shares of Uni-Select has been remitted to Computershare Investor Services Inc., as depositary under the Arrangement, and will be paid to former shareholders as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) and/or Direct Registration System (DRS) Advice(s) representing shares formerly held by them).
  • As a result of the completion of the transaction, the shares of Uni-Select will be de-listed from the Toronto Stock Exchange shortly and Uni-Select has applied to cease to be a reporting issuer in all the provinces of Canada.

Pipestone Energy Corp. Enters into Agreement to be Acquired by Strathcona Resources Ltd. in an All-Share Transaction, Creating a New Public Canadian Oil & Gas Champion

Retrieved on: 
Tuesday, August 1, 2023
European-American Business Organization, Minority, LLP, BMO Capital Markets, Less, Financial Competitive Act of 2013, Mizuho Securities USA, Competition Act, Toronto Stock Exchange, Model Business Corporation Act, WEF, TD Securities, Committee, Stikeman Elliott, Arrangement, Person, RBC Capital Markets, Blake, Cassels & Graydon, PIN, Transaction, Growth, Court of King's Bench of Alberta, Report of the Special Committee on the Termination of the National Emergency, Transport, Athabasca, Proxy, Scotiabank, Oil, Audit, Security (finance), Online shopping, Pipestone

Opportunity to Grow Business Organically to >325,000 boe / d:

Key Points: 
  • Opportunity to Grow Business Organically to >325,000 boe / d:
    Staged approach to growth, taking advantage of the most capital-efficient projects first:
    3.
  • Strathcona and Pipestone have entered into the Arrangement Agreement to effect the Transaction through a plan of arrangement under the Business Corporations Act (Alberta).
  • This link will provide each registrant with a toll-free dial-in number and a unique PIN to connect to the call.
  • CIBC Capital Markets, Scotiabank and Mizuho Securities USA are acting as financial advisors to Strathcona in connection with the Transaction.

Hudbay Announces Potential for Mine Life Extension in Snow Lake with the Discovery of New Mineralized Zones Near Lalor and Significant Regional Land Consolidation

Retrieved on: 
Thursday, July 27, 2023
Area studies, Ontario Superior Court of Justice, Talbot, HBM, Zinc, Life, Metal, Silver, Stall, Arrangement, Snow, Gold, Acquisition, Hyperaccumulators table – 3, TSX, Copper, News, NYSE, Oil, Rare-earth element, Mining, Uranium mining, Lalor, Hudbay, Edmonton/Cooking Lake Airport, Chisel, Rockcliff, Morgan Spurlock's New Britannia

The drilling results and the regional land acquisitions provide the potential for mine life extension at Hudbay’s Snow Lake operations beyond 2038.

Key Points: 
  • The drilling results and the regional land acquisitions provide the potential for mine life extension at Hudbay’s Snow Lake operations beyond 2038.
  • Acquisition of the Cook Lake properties in Snow Lake provides additional potential for a new discovery.
  • These positive exploration results and land consolidation initiatives provide the potential to deliver increases in near-term production, mine life extension and substantial long-term value creation from Hudbay’s Snow Lake operations.
  • The company’s 2024 exploration plans include regional geophysical surveys to be conducted on the newly consolidated land package in Snow Lake.