Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
June 20, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO AND ALBERTA
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 the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer in the Jurisdictions in accordance with the Legislation (the "Requested Relief").
Under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"):
(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 this decision.
This decision is based on the following facts represented by the Filer:
1. The Filer was incorporated under the laws of Canada on February 11, 2005 and its head office is located in Toronto, Ontario.
2. The Filer became a reporting issuer in each of the Jurisdictions and British Columbia as a result of filing a final prospectus and obtaining a receipt therefor on January 9, 2006.
3. The authorized capital of the Filer consists of an unlimited number of common shares ("Common Shares") and an unlimited number of Class B shares ("Class B Shares").
4. On May 10, 2007, the Filer and Transition Therapeutics Inc. ("Transition") issued a joint press release announcing that Transition had acquired 94% of the outstanding shares (including all of the Class B Shares and all of the Common Shares issuable upon exercise of outstanding options) of the Filer, and that Transition was exercising its right under the compulsory acquisition provisions of the Canada Business Corporations Act to acquire the remaining outstanding shares. The compulsory acquisition was completed on May 31, 2007.
5. As a result of the compulsory acquisition, the Filer has no securities, including debt securities, outstanding other than securities held directly or indirectly by Transition or affiliates of Transition.
6. The Common Shares were de-listed from the TSX Venture Exchange as of the close of trading on May 15, 2007, and no securities of the Filer are currently traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
7. As of the date hereof, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.
8. The Filer has no current intention to seek public financing by way of an offering of securities.
9. The Filer is applying for a decision that the Filer is not a reporting issuer in the Jurisdictions. On May 31, 2007, the Filer filed a notice in British Columbia in accordance with BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. As a consequence of the filing of this notice, the Filer ceased to be a reporting issuer in British Columbia on June 10, 2007.
10. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than with respect to the obligation to file financial statements for the interim period ended March 31, 2007 and management's discussion and analysis for such financial statements under National Instrument 51-102 Continuous Disclosure Obligations and the related certification for such financial statements under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
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 the Requested Relief is granted.
"Robert L. Shirriff"