Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181
Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b)
June 28, 2005
IN THE MATTER OF
THE REGULATION MADE UNDER THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, C. B.16, AS AMENDED (the "OBCA")
R.R.O. 1990, REGULATION 289/00 (the "Regulation")
IN THE MATTER OF
(Clause 4(b) of the Regulation)
UPON the application (the "Application") of Biovail Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue the Applicant into another jurisdiction pursuant to clause 4(b) of the Regulation;
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. the Applicant is proposing to submit an application to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act ("CBCA") pursuant to section 181 of the OBCA (the "Application for Continuance");
2. pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission;
3. the Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act");
4. the authorized capital of the Applicant consists of an unlimited number of Class A Special shares of which none are outstanding and an unlimited number of common shares of which approximately 159,404,404 are outstanding (all figures current to the close of business on Friday, June 16, 2005);
5. the Applicant's issued and outstanding common shares are listed for trading on the Toronto Stock Exchange and the New York Stock Exchange;
6. the Applicant is not in default of any of the provisions of the Act or the regulation made under the Act;
7. the Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding, under the Act;
8. the Applicant currently intends to continue to be a reporting issuer under the Act;
9. the continuance of the Applicant under the CBCA is to be approved at the annual and special meeting of the shareholders of the Applicant on June 28, 2005;
10. the continuance of the Applicant under the CBCA has been proposed so that the Applicant may conduct its affairs in accordance with the CBCA and, among other things, take advantage of the more flexible director residency requirements of the CBCA; and
11. the material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those of a corporation incorporated under the OBCA;
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the continuance of Biovail Corporation as a corporation under the laws of the CBCA.