National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – application for a decision that the issuer is not a reporting issuer under applicable securities laws – issuer in default of certain obligations as a reporting issuer under applicable securities laws – outstanding securities are beneficially owned, directly or indirectly by fewer than 15 security holders in Ontario and more than 51 security holders worldwide – requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
August 29, 2017
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUEBEC AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS
IN THE MATTER OF
The securities regulatory authority or regulator in each of the Jurisdictions (the “Decision Maker”) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the “Legislation”) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the “Order Sought”).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Autorité des marchés financiers is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) Regulation 11-102 respecting Passport System (“Regulation 11-102”) is intended to be relied upon in British Columbia, Alberta and Ontario, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, Regulation 11-102 and, in Québec, in Regulation 14-501Q respecting Definitions have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer was originally organized as a corporation under the laws of the Commonwealth of Massachusetts in 1978 and was converted under the laws of Delaware on October 7, 2016.
2. The Filer's head office is located in Canton, Massachusetts, U.S.A.
3. The Filer qualifies as a “SEC foreign issuer” in accordance with Regulation 71-102 respecting Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.
4. On October 29, 2004, the Filer acquired (the “Acquisition”) all of the issued and outstanding shares of Boomerang Tracking Inc. (currently known under the name LoJack Canada Enterprises ULC) (“Boomerang”), pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act. As of the date of the Acquisition, Boomerang was a reporting issuer in British Columbia, Alberta, Ontario and Quebec and the majority of the securityholders of Boomerang were residing in Québec.
5. In connection with the Acquisition, the Filer issued common stock to existing securityholders of Boomerang and became a reporting issuer in British Columbia, Alberta, Ontario and Québec.
6. Until October 31, 2016, the Filer was a tenant of a property located in Montreal, Québec. Moreover, as mentioned hereinbefore, as of the date of the Acquisition, the majority of the securityholders of Boomerang were residing in Québec. The Autorité des marchés financiers had therefore been designated by the Filer as the principal regulator.
7. On February 1, 2016, the Filer concluded an agreement and plan of merger with CalAmp Corp. (“CalAmp”), a corporation organized pursuant to the laws of Delaware, and Lexus Acquisition Sub, Inc., a company organized pursuant to the laws of Massachusetts and a wholly-owned subsidiary of CalAmp (the “Merger Agreement”) pursuant to which CalAmp submitted an all-cash tender offer (the “Initial Offer”) for all of the Filer’s issued and outstanding common stock (the “Filer Shares”) at a purchase price of USD$6.45 per share.
8. The Initial Offer expired on March 14, 2016, at which time approximately 80.2% of the Filer Shares were tendered. On March 15, 2016, CalAmp commenced a subsequent offering period, which expired on March 17, 2016, at which time approximately 86.4% of the Filer Shares were tendered. Immediately thereafter, CalAmp exercised the top-up option pursuant to the Merger Agreement to reach the 90% threshold required under Massachusetts laws to conduct a merger.
9. On March 18, 2016, pursuant to the Merger Agreement, Lexus Acquisition Sub, Inc. and the Filer merged (the “Merger”). The Filer is the entity resulting from the Merger.
10. Following the Merger, the Filer became a direct, wholly-owned subsidiary of CalAmp and all of the Filer Shares are owned by CalAmp.
11. On March 18, 2016, the Filer Shares were delisted from the NASDAQ Stock Market.
12. On March 31, 2016, the Filer ceased being subject to the reporting requirements in the U.S. under the 1934 Act as a result of it being eligible to de-register under the 1934 Act upon having fewer than 300 holders of record of the relevant classes of securities.
13. Prior to the Merger and delisting of the Filer Shares from the NASDAQ Stock Market, the Filer filed all continuous disclosure reports required pursuant to the 1934 Act on the Electronic Data-Gathering Analysis and Retrieval System (EDGAR), where such information is publicly available.
14. On January 31, 2017, copies of the press releases which were released in connection with the Merger, respectively on March 15 and March 18, 2016, were filed using the System for Electronic Document Analysis and Retrieval (SEDAR).
15. The Filer has never issued any securities in Canada other than in connection with the Acquisition.
16. The Filer is not an OTC reporting issuer under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets.
17. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
18. No securities of the Filer, including debt securities, are traded in Canada or any other country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
19. The Filer is not in default of securities legislation in any jurisdiction, except that it did not file its interim financial statements and the interim MD&A for the interim periods ended since March 31, 2016 and its annual financial statements and annual MD&A for the financial year ended December 31, 2016 required pursuant to Regulation 51-102 respecting Continuous Disclosure Obligations, as well as related certificates required pursuant to Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (the “Breaches”).
20. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
21. The Filer cannot rely on the simplified procedure under Policy Statement 11-206 respecting Process for Cease to be a Reporting Issuer Applications as a result of the Breaches.
22. Upon the grant of the Order Sought, the Filer will no longer be a reporting issuer in any jurisdiction of Canada.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
Director, Continuous Disclosure
Autorité des marchés financiers