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CRS Robotics Corporation - MRRS Decision
Headnote
Mutual Reliance Review Systemfor Exemptive Relief Applications - Issuer has only one securityholder - issuer deemed to have ceased being a reporting issuer.
Subsection 1(6) of the OBCA- issuer deemed to have ceased to be offering its securitiesto the public under the Business Corporations Act (Ontario).
Applicable Ontario StatutoryProvisions
Securities Act, R.S.O. 1990,c. S.5, as am. s. 83.
Business Corporations Act, R.S.O.1990, c. B.16, as am., s.1(6).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, ONTARIO,QUEBEC,
NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
CRS ROBOTICS CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of Alberta, Saskatchewan, Ontario, Québec, NovaScotia and Newfoundland and Labrador (collectively, the "Jurisdictions")has received an application from CRS Robotics Corporation (the"Filer") for:
(i) a decision under thesecurities legislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reportingissuer under the Legislation; and
(ii) in Ontario only, anorder pursuant to the Business Corporations Act (Ontario)(the "OBCA") that the Filer be deemed to haveceased to be offering its securities to the public;
AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;
AND WHEREAS the Filerhas represented to the Decision Makers that:
1. The Filer is a corporationincorporated under the OBCA and is a reporting issuer or itsequivalent in each of the provinces of Canada.
2. The Filer is not in defaultof its reporting issuer obligations under the Legislation,with the exception that the Filer has not filed an AnnualInformation Form for the most recently completed fiscal year,Management's Discussion and Analysis for the most recentlycompleted fiscal year, and interim financial statements forthe first quarter of the current fiscal year together withaccompanying Management's Discussion and Analysis.
3. The head office of theFiler is located in Ontario.
4. The authorized capitalof the Filer consists of an unlimited number of common shares(the "Shares") of which, as of May 29, 2002, 11,617,554Shares were issued and outstanding.
5. Thermo is a private companythat was incorporated pursuant to the laws of New Brunswickon March 6, 2002.
6. On March 21, 2002, ThermoAcquisition Corporation ("Thermo") made an offer(the "Offer") to acquire all of the issued and outstandingShares of the Filer for a purchase price of $5.75 per Share.The Offer expired on April 26, 2002, and approximately 97%of the outstanding Shares were tendered into the Offer. OnApril 26, 2002, Thermo took up all of the Shares tenderedunder the Offer and on April 29, 2002, Thermo paid for allof those Shares.
7. On May 29, 2002, Thermosatisfied the requirements of section 188 of the OBCA to effectthe compulsory acquisition of the Shares not deposited pursuantto the terms of the Offer and, as a result, Thermo becamethe sole shareholder of the Filer.
8. As a result of the Offerand the subsequent compulsory acquisition procedures, Thermoowns all of the Filer's outstanding securities.
9. The Shares have been delistedfrom the Toronto Stock Exchange and no securities, includingdebt securities, of the Filer are listed or quoted on anyexchange or market.
10. The Filer has no presentintention of seeking public financing by way of an offeringof its securities.
11. Other than the Shares,the Filer has no securities, including debt securities, outstanding.
AND WHEREAS under theSystem, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");
AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;
THE DECISION of the DecisionMakers under the Legislation is that the Filer is deemed tohave ceased to be a reporting issuer or the equivalent underthe Legislation.
June 20, 2002.
"John Hughes"
AND IT IS HEREBY ORDEREDby the Ontario Securities Commission pursuant to subsection1(6) of the OBCA that the Filer is deemed to have ceased tobe offering its securities to the public for the purposes ofthe OBCA.
June 20, 2002.
"Paul M. Moore" "H.Lorne Morphy"