Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.
Canada Business Corporations Act, R.S.C. 1985, c. C-44.
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the "Regulation") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF CONCORDIA INTERNATIONAL CORP.
CONSENT (Subsection 4(b) of the Regulation)
UPON the application of Concordia International Corp. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting the Commission's consent to the Corporation continuing in another jurisdiction pursuant to section 181 of the OBCA;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Corporation having represented to the Commission that:
1. The Corporation is an offering corporation under the OBCA.
2. The Corporation's common shares (the "Common Share") are listed and posted for trading on the Toronto Stock Exchange under the symbol "CXR"; as at May 15, 2018, the Corporation had 51,282,800 issued and outstanding Common Shares.
3. The Corporation proposed to make an application to the Director under the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Canada Business Corporations Act, R.S.C., 1985, c. C-44 (the "CBCA") pursuant to section 181 of the OBCA (the "Proposed Continuance").
4. The Application for Continuance is being made in connection with the Corporation's proposed recapitalization transaction (the "Recapitalization Transaction"), which is to be implemented pursuant to an arrangement (the "Arrangement") under section 192 of the CBCA; the Corporation intends to continue under the CBCA prior to implementation of the Recapitalization Transaction.
5. The Corporation is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act") and the securities legislation of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island, Quebec and Saskatchewan (collectively, the "Legislation") and will remain a reporting issuer in these jurisdiction following the Proposed Continuance.
6. The Corporation is not in default of any of the provisions of the OBCA, the Act or the Legislation, including the regulations thereunder.
7. The Commission is the principal regulator of the Corporation and will continue to be the principal regulator after the Proposed Continuance.
8. The Corporation's shareholders (the "Shareholders") authorized the Proposed Continuance at the Annual and Special Meeting of Shareholders held on June 19, 2018 by a special resolution that was approved by 87.94% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.
9. The Corporation's management information circular dated May 15, 2018 (the "Information Circular"), described the Proposed Continuance and disclosed the reasons for it and its implementations.
10. The Corporation is not subject to any proceeding under the Act or the Legislation to the best of its knowledge, information and belief.
11. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.
12. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.
AND UPON the Commission being satisfied that to do so is not prejudicial to the public interest;
THE COMMISSION CONSENTS to the continuance of the Corporation under the CBCA.
DATED this 22nd day of June, 2018.
Ontario Securities Commission
Ontario Securities Commission