Securities Law & Instruments


Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

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

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the "OBCA")

AND

IN THE MATTER OF
TRANSITION THERAPEUTICS INC.
(the “Applicant”)

ORDER
(Subsection 1(6) of the OBCA)

UPON the application of 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 that:

1.             The Applicant is incorporated under the OBCA, is an “offering corporation”, as defined therein, and has an authorized capital consisting of an unlimited number of common shares (the “Common Shares”).

2.             The head office of the Applicant is located at 101 College Street, Suite 220, Toronto, Ontario, M5G 1L7.

3.             On August 31, 2016, the Applicant completed the previously announced statutory plan of arrangement (the “Plan of Arrangement”) under which OPKO Global Holdings Inc. (“OPKO”) acquired all of the outstanding shares of the Applicant.

4.             As a result of the completion of the Plan of Arrangement, all outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by a sole securityholder, OPKO. The Applicant has no other outstanding securities, including debt securities, aside from the Common Shares.

5.             The Common Shares of the Applicant were de-listed from the Toronto Stock Exchange and Nasdaq on August 31, 2016 (the “De-listing”).

6.             Following the De-listing, no securities of the Applicant, including debt securities, are traded in Canada on a marketplace as defined in National Instrument 21-101 – Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

7.             The Applicant has no intention to seek public financing by way of an offering of securities.

8.             Pursuant to a Decision made on September 27, 2016 by the securities regulatory authorities of British Columbia, Alberta, Saskatchewan, Mani-toba, Ontario and Québec (the “Jurisdictions”), the Applicant has ceased to be a reporting issuer in each of the Jurisdictions.

9.             The Applicant is not in default of any of the applicable requirements under the legislation.

AND UPON the Commission being satisfied that to grant this order 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 is deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto, Ontario on this 18th day of October, 2016.

“Janet Leiper”
Commissioner
Ontario Securities Commission

“Judith Robertson”
Commissioner
Ontario Securities Commission