Securities Law & Instruments


Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the “OBCA”)

AND

IN THE MATTER OF
DH CORPORATION
(the “Applicant”)

ORDER
(Subsection 1(6) of the OBCA)

                UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

                AND UPON the Applicant representing to the Commission that:

1.             The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the “Common Shares”).

2.             The head office of the Applicant is located at 120 Bremner Blvd., Suite 3000, Toronto, Ontario, M5J 0A8.

3.             Vista Equity Partners, Misys Limited and Tahoe Canada Bidco, Inc. (the “Purchaser”) and the Applicant entered into an arrangement agreement dated March 13, 2017, as amended on April 3, 2017, under section 182 of the OBCA (the “Arrangement”) pursuant to which the Purchaser would acquire all of the issued and outstanding Common Shares.

4.             On June 13, 2017, an aggregate of 106,881,956 Common Shares, which represented 100% of the issued and outstanding Common Shares, were acquired by the Purchaser for cash consideration of $25.50 per Common Share. As a result, the Applicant became a wholly owned subsidiary of the Purchaser. Following the closing of the Arrangement, on June 13, 2017, the Applicant and the Purchaser amalgamated and continued as “DH Corporation”.

5.             As of the date of this decision, all of the outstanding securities of the Applicant, as amalgamated, are beneficially owned, directly or indirectly, by a sole securityholder, MIBS Holdings Ltd., the sole shareholder of the Purchaser.

6.             The Common Shares have been de-listed from the Toronto Stock Exchange (the “TSX”), effective as of the close of trading on June 15, 2017.

7.             All of the outstanding publically-listed debt securities of the Applicant were redeemed and de-listed from the TSX, effective as of the close of trading on June 21, 2017.

8.             The Applicant has no intention to seek public financing by way of an offering of securities.

9.             On July 26, 2017, the Applicant was granted an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

                AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

                DATED at Toronto, Ontario on this 28th day of July, 2017.

“William J. Furlong”
Commissioner
Ontario Securities Commission

“Mark J. Sandler”
Commissioner
Ontario Securities Commission