Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only three security holders - Issuer deemed to cease to be a reporting issuer under applicable securities laws and Issuer deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
Applicable Ontario Statutory Provisions
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).
December 9, 2004
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, ONTARIO AND QUEBEC (the Jurisdictions)
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
INNOVA LIFESCIENCES CORPORATION (the Filer)
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for (i) a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer in the Jurisdictions (the Reporting Issuer Relief) and (ii) for a decision by the Decision Maker in Ontario that pursuant to subsection 1(6) of the Business Corporations Act (Ontario) (the OBCA) the Filer is deemed to have ceased to be issuing its securities to the public for the purposes of the OBCA (the Offering Corporation Relief);
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in the decision.
This decision is based on the following facts represented by the Filer:
1. The Filer was continued into Ontario under the OBCA and its principal executive office is located at 525 University Avenue, Suite 777, Toronto, Ontario M5G 2L3.
2. The Filer's authorized capital consists of an unlimited number of common shares (the Common Shares).
3. An offer by way of take-over bid pursuant to Part XX of the Securities Act (Ontario) to purchase (the Offer) all of the Common Shares was made on September 8, 2004 by Sybron Canada Limited (the Offeror), an indirect wholly-owned subsidiary of Sybron Dental Specialties, Inc. Pursuant to the Offer, the Offeror offered to purchase all of the Common Shares, including any Common Shares which became outstanding after the date of such Offer upon exercise of outstanding options, warrants or other rights to purchase Common Shares, at a price of Cdn. $1.4106 in cash per Common Share. The Offer expired at 12:01 a.m. (Toronto time) on October 15, 2004. At the expiry of the Offer more than 94% of the outstanding Common Shares had been deposited under the Offer.
4. On October 15, 2004, the Common Shares deposited under the Offer were taken up and paid for by the Offeror. Accordingly, the Offeror has since exercised its right under section 188 of the OBCA to acquire the remaining issued and outstanding Common Shares of the Filer not deposited under the Offer.
5. The compulsory acquisition of the Common Shares of the Filer not deposited under the Offer was completed on November 24, 2004. As a result, on November 24, 2004, the Offeror became the sole and direct beneficial owner of all of the Common Shares. The Offeror has access to all material information relating to the Filer without needing to rely upon the statutory disclosure requirements applicable to reporting issuers under the Legislation.
6. Other than the outstanding Common Shares, all of which are held by the Offeror, the only outstanding securities of the Filer, including debt securities, are 10,000 options to acquire Common Shares, which options are held by two option holders, each of whom holds 5,000 such options.
7. As of November 25, 2004, the Common Shares were delisted from the TSX and no securities are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations.
8. The Filer has filed a notice under BC Instrument 11-502 to voluntarily surrender its reporting issuer status in British Columbia.
9. The Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it currently is a reporting issuer.
10. The Filer does not intend to offer securities to the public.
11. The Filer did not file interim financial statements for the interim period ended September 30, 2004 (the Interim Financial Statements), as required under National Instrument 51-102 - Continuous Disclosure Obligations. Prior to the filing deadline for the Interim Financial Statements the Filer applied for a decision that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions.
12. Other than as described in paragraph 11 above, the Filer is not in default of any of its obligations under the Legislation as a reporting issuer.
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.
The decision of the Decision Makers under the Legislation is that Reporting Issuer Relief is granted.
The further decision of the Decision Maker in Ontario under the OBCA is that the Offering Corporation Relief is granted.
"Paul M. Moore"
"Robert W. Davis"