Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only one security holder - Issuer deemed to cease to be a reporting issuer under applicable securities laws.
Applicable Ontario Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
National Instrument 51-102 Continuous Disclosure Obligations.
June 29, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO, ALBERTA, SASKATCHEWAN, QUEBEC, NOVA SCOTIA,
NEW BRUNSWICK AND NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the Decision Maker) in each of Ontario, Alberta, Saskatchewan, Quebec, Nova Scotia, New Brunswick and Newfoundland and Labrador (the Jurisdictions) has received an application from Coreco Inc. (the Applicant) for a decision under the securities legislation of the Jurisdiction (the Legislation) that the Applicant be deemed to have ceased to be a reporting issuer or the equivalent under the Legislation.
Under the Mutual Reliance Review System for Exemptive Relief Applications (the System), the Ontario Securities Commission is the principal regulator for this application and this MRRS Decision Document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meanings in this MRRS Decision Document unless they are defined in this MRRS Decision Document.
The Applicant has represented to the Decision Makers that:
1. The Applicant was incorporated under the Canada Business Corporations Act (the CBCA) by certificate of incorporation issued March 29, 1979 under the name Coreco Contract Research Company Limited. The articles of the Applicant were subsequently amended on several occasions. On November 13, 1990, the articles of the Applicant were amended to change the corporate name to Coreco Inc. On May 24, 1996, the articles were further amended to effect certain changes to the Applicant's authorized share capital and to remove the "private company" restrictions.
2. The head office of the Applicant is located at Suite 142, 7075 Place Robert-Joncas, Ville Saint-Laurent, Quebec, H4M 2Z2.
3. The authorized capital of the Applicant consists of an unlimited number of common shares without nominal or par value (the Common Shares) and an unlimited number of preferred shares without nominal or par value, of which 7,168,745 Common Shares and no preferred shares are issued and outstanding.
4. The Applicant has been a reporting issuer in the Jurisdictions since 1996.
5. The Common Shares commenced trading on the Toronto Stock Exchange (TSX) on June 7, 1996, and were quoted under the trading symbol "CRC".
6. On February 16, 2005, the Applicant and DALSA announced that they had entered into an arrangement agreement whereby DALSA would acquire all of the issued and outstanding Common Shares, subject to certain conditions, including regulatory approvals, by means of the Plan of Arrangement. Pursuant to the Plan of Arrangement, shareholders of the Applicant would receive, for each Common Share, at their election (and subject to proration) either:
(i) 0.5207 of a common share of DALSA;
(ii) $10.00 in cash; or
(iii) a combination of cash and common shares of DALSA, subject to a maximum of $35,000,000 in cash.
7. The Applicant called a special meeting of its shareholders (the Special Meeting), in accordance with an interim order of the Superior Court of Quebec (the Court) issued on March 21, 2005 (the Interim Order), to consider a special resolution (the Arrangement Resolution) approving the Plan of Arrangement under section 192 of the CBCA.
8. The Special Meeting was held at 10:00 a.m. on Friday, April 22, 2005 in the Mackenzie Room, Fairmont Queen Elizabeth Hotel, 900 Rene-Levesque Boulevard West, Montreal Quebec.
9. The requisite majority of the shareholders of the Applicant approved the Arrangement Resolution at the Special Meeting.
10. No shareholder of the Applicant exercised its right of dissent under section 190 of the CBCA.
11. A final order of the Court approving the Plan of Arrangement was obtained by the Applicant on April 25, 2005.
12. The Applicant filed articles of arrangement under subsection 192(6) of the CBCA on April 26, 2005 and a certificate of arrangement (the Certificate of Arrangement) in respect of the Applicant was issued under subsection 192(7) of the CBCA on April 26, 2005.
13. DALSA became the sole owner of all of the securities, including the Common Shares, of the Applicant upon the issuance of the Certificate of Arrangement. As a result, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by one security holder, being DALSA.
14. The Common Shares were delisted from the TSX on May 2, 2005, and no securities, including debt securities, of the Applicant are listed or traded on any marketplace as defined in National Instrument 21-101 Marketplace Operation.
15. The Applicant surrendered its status as a reporting issuer under the Securities Act (British Columbia) pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status as of June 7, 2005.
16. The Applicant is in default of its obligation under National Instrument 51-102 Continuous Disclosure Obligations to file interim financial statements in respect of its interim three-month financial period ended March 31, 2005.
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides that the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Applicant be deemed to have ceased to be a reporting issuer in each of the Jurisdictions.
"Susan Wolburgh Jenah"
"Paul M. Moore"