Securities Law & Instruments


Headnote

Mutual Reliance Review System for Exemptive Relief Applications - order to cease tobe a reporting issuer - less than fifteen security holders in any jurisdiction.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 83.

IN THE MATTER OF
THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN AND ONTARIO
AND

IN THE MATTER OF THE
MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
MICROSTAR SOFTWARE LTD.

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMakers") in each of British Columbia, Alberta, Saskatchewan and Ontario, (collectively, the"Jurisdictions") has received an application from Microstar Software Ltd. ("Microstar") fora decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") thatMicrostar cease to be a reporting issuer, or the equivalent thereof, under the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS Microstar has represented to the Decision Makers that:

1. Microstar is a corporation governed by the Canada Business Corporations Act (the"CBCA"). The head office of Microstar is located in Nepean, Ontario. Microstar isnot in default of any requirements of the Legislation.

2. On August 12, 1999, 3557855 Canada Inc. (the "Offeror"), a wholly-ownedsubsidiary of Open Text Corporation, made an offer to purchase all of the issuedand outstanding common shares (the "Common Shares") of Microstar (the "Offer").

3. On September 2, 1999, the Offeror took up and paid for Common Shares under theOffer representing approximately 88.6% of the outstanding Common Shares andextended the Offer to expire on September 17, 1999.

4. On September 17, 1999, the Offeror took up and paid for additional CommonShares that, in the aggregate, represented greater than 92% of the outstandingCommon Shares.

5. On September 24, 1999, the Offeror mailed an offeror's notice to acquire theremaining Common Shares pursuant to the compulsory acquisition provisions of theCBCA.

6. As of October 14, 1999, the Offeror has acquired all of the issued and outstandingCommon Shares pursuant to the Offer and compulsory acquisition.

7. On October 18, 1999 the Common Shares were delisted from the Toronto StockExchange.

8. All of the issued and outstanding securities of Microstar are held by oneshareholder.

AND WHEREAS pursuant to the System, this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that Microstaris deemed to have ceased to be a reporting issuer, or the equivalent thereof, under theLegislation as of the date of this Decision Document.

January 5th, 2000.

"Iva Vranic"