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

INFOR ACQUISITION CORP.

(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 an “offering corporation” as defined in the OBCA and has an authorized capital consisting of an unlimited number of Class A Restricted Voting Shares and Class B Shares;

 

2.             the head office of the Applicant is located at 200 Bay Street, Royal Bank Plaza, South Tower Suite 2350, Toronto, Ontario, M5J 2J2;

 

3.             the Applicant is a special purpose acquisition corporation (a SPAC), pursuant to Toronto Stock Exchange Rules, formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specific timeline. To this end, the Applicant distributed units comprised of Class A Restricted Voting Shares and warrants in an initial public offering completed in June of 2015 and such Class A Restricted Voting Shares and warrants were listed on the Toronto Stock Exchange;

 

4.             on April 11, 2017, the Applicant announced that since it had not completed its qualifying acquisition within the permitted timeline it would liquidate the escrow account that held the proceeds from the Applicant’s initial public offering and automatically redeem its Class A Restricted Voting Shares;

 

5.             the Applicant’s Class A Restricted Voting Shares were redeemed on May 4, 2017;

 

6.             the Applicant’s warrants expired at 5:00 p.m. (Toronto time) on May 4, 2017;

 

7.             the Applicant’s securities were de-listed from the Toronto Stock Exchange on May 4, 2017;

 

8.             the Applicant has no intention to seek public financing by way of an offering of securities;

 

9.             there are fewer than 15 beneficial securityholders of the Applicant’s Class B Shares;

 

10.          the Applicant has no outstanding debt securities; and

 

11.          on May 11, 2017, the Applicant was granted an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

 

                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.

 

                DATED at Ontario on this 26th day of May, 2017.

 

“Philip Anisman”

Commissioner

Ontario Securities Commission

 

“William Furlong”

Commissioner

Ontario Securities Commission