Overview 

Prior to the February 2016 amendments, Regulation 62-104 governed take-over bids and issuer bids in all jurisdictions of Canada, except Ontario. In Ontario, substantively harmonized requirements for take-over bids and issuer bids were set out in Part XX of the Securities Act (Ontario) and Ontario Securities Commission Rule 62-504 Take-Over Bids and Issuer Bids.

The February 2016 amendments require that (i) as a fundamental change, all non-exempt take-over bids meet a minimum tender requirement of more than 50 per cent of the outstanding securities that are subject to the bid (excluding securities owned by the bidder itself or its joint actors); (ii) there is a minimum deposit period of 105 days, subject to exceptions that allow for a shorter minimum period, either at the discretion of the target board, or in the event that the issuer enters into a specified alternative transaction; and (iii) the minimum deposit period will be subject to an extension period of a minimum of 10 days after the minimum tender requirement and all other conditions are met. Prior to this, non-exempt take-over bids had to remain open for 35 days and were not subject to any minimum tender requirement or an extension requirement once the bidder has taken up deposited securities.

As part of the February 2016 amendments, Ontario will (i) repeal Ontario Securities Commission Rule 62-504, Take-Over Bids and Issuer Bids; (ii) make amendments to Part XX of the Securities Act (Ontario); (iii) adopt this Multilateral Instrument 62-104; and (iv) adopt National Policy 62-203, Take-Over Bids and Issuer Bids.

Recent developments

Note: The above summary of Recent Developments does not include consequential amendments made as the result of other projects.

For details on the history of this Instrument, please refer to the OSC’s Web site.

Amendments under consideration

• None