Securities Law & Instruments

Headnote

Issuer deemed to have ceased to be offering its securities to the public under the OBCA.

Statute Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

TM BIOSCIENCE CORPORATION

 

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of Tm Bioscience Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission as follows:

1. The head office of the Applicant is located at 439 University Avenue, Suite 900, Toronto, Ontario, M5G 1Y8;

2. The authorized capital of the Applicant consists of an unlimited number of common shares and an unlimited number of preference shares, of which, as at the close of business on December 14, 2006, 49,672,723 common shares, and no preference shares, were issued and outstanding. At the close of business on December 14, 2006, there were 14,997,713 common shares reserved for issuance in respect of outstanding options and warrants of the Applicant.

3. The Applicant is an "offering corporation" as defined in the OBCA.

4. On March 1, 2007, the Applicant completed a plan of arrangement (the "Plan of Arrangement") whereby Luminex Corporation ("Luminex") (a company existing under the laws of the State of Delaware), acquired all of the common shares of the Applicant.

5. The Plan of Arrangement also effected the exchange of all outstanding options and warrants to acquire common shares of the Applicant into options and warrants to acquire shares of Luminex.

6. The outstanding securities of the Applicant, including debt securities, are beneficially owned by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. The Applicant has no plans to seek public financing by offering its securities in Canada.

9. The Applicant is not in default of any of its obligations as a reporting issuer in any jurisdiction in Canada in which the Applicant is a reporting issuer.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.

DATED this 10th day of April, 2007.

"James E. A. Turner"
Vice-Chair
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission