Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Decisiondeeming corporation to have cease to be a reporting issuer followingthe acquisition of all of its outstanding securities by a trust.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S. 5, as am. s. 83

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC,

NOVASCOTIA, NEWFOUNDLAND AND LABRADOR

 

AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

 

AND


INTHE MATTER OF

C-MACINDUSTRIES INC.


MRRSDECISION DOCUMENT


WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of Alberta, Saskatchewan,Ontario, Québec, Nova Scotia, Newfoundland and Labrador(the "Jurisdictions") has received an applicationfrom C-MAC Industries Inc. ("C-MAC") for adecision under the securities legislation of the Jurisdictions(the "Legislation") that C-MAC be deemed tohave ceased to be a reporting issuer under the Legislation;

ANDWHEREAS under the Mutual Reliance Review System forExemptive Relief Applications (the "System"),la Commission des valeurs mobilières duQuébec is the principal regulator for this application;

ANDWHEREAS C-MAC has represented to the Decision Makersthat:

1.C-MAC is a corporation incorporated under the Canada BusinessCorporations Act (the "Act"). C-MAC isa reporting issuer in each of the Jurisdictions and is not indefault of any of the requirements of the Legislation;

2.C-MAC has its head office at 1010 Sherbrooke Street West, suite1610, Montréal, Québec, H3A 2R7;

3.The authorized capital of C-MAC consists of an unlimited numberof common shares (the "Common Shares"), anunlimited number of class A preferred shares, an unlimited numberof class B preferred shares, and an unlimited number of classC preferred shares issuable in series. As at December 3,2001, there were 86,328,910 C-MAC Common Shares issued and outstanding;

4.The Common Shares of C-MAC were delisted from the Toronto StockExchange on December 4, 2001 and from the New York Stock Exchangeon December 3, 2001. C-MAC no longer has any of its securitieslisted or quoted on any exchange or market;

5.C-MAC does not intend to seek public financing by way of anoffering of its securities;

6.Pursuant to an arrangement under Section 192 of the Actcompleted on December 3, 2001, Solectron Global ServicesCanada Inc. ("Exchangeco"), one of SolectronCorporation's ("Solectron") indirect wholly-ownedsubsidiaries, acquired directly 78,588,358 Common Shares ofC-MAC and acquired 7,740,552 Common Shares of C-MAC throughthe acquisition of all the shares of 3947432 Canada Inc. ("Holdco"),which should be liquidated around February 1, 2002. C-MAC becamean indirect wholly-owned subsidiary of Solectron;

7.All debt securities of C-MAC which were outstanding and heldby la Caisse de dépôt et placement du Québecwere redeemed or transferred to Exchangeco immediately followingthe completion of the arrangement. Consequently, C-MAC has noother securities, including debt securities, outstanding otherthan securities held by Exchangeco and Holdco;

8.Exchangeco, an indirect wholly-owned subsidiary of Solectron,and Holdco, a direct wholly-owned subsidiary of Exchangeco,are the only voting shareholders of C-MAC; and

9.C-MAC has less than fifteen (15) security holders in Canada,and consequently, in each of the Jurisdictions.

ANDWHEREAS, under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively,the "Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that C-MAC is deemed to have ceased to be a reporting issuerunder the Legislation.

January30, 2002.

"EdvieÉlysée"

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