Shareholder Activism 2017 Mid-Season Summary

Institutional Shareholder Services (”ISS”) recently released their 2017 Canadian Midseason Activism Review and noted that shareholder activism has remained relatively consistent since the high point in 2012. In the first half of 2017, ISS observed 6 proxy battles for board control with an average market capitalization continuing to be below $100m ($56m in 2017). This is consistent with 6 at the same time in 2016 and 9 in 2015.  The decrease in full-blown proxy battles over the years is largely viewed to be a consequence of several developments.  Notably, an increase in issuer preparedness, the adoption of advance notice policies, an increase in shareholder engagement and a greater willingness to settle prior to full a blown battle over the past few years and, of course, the costs.  By way of example, a recent battle south of the border has record anticipated costs of USD $65 million.

Laurel Hill Releases Case Study on Anniversary of Canada's New Takeover Bid Regime

TORONTO, ONTARIO and NEW YORK, NEW YORK--(Marketwired - June 6, 2017) - Just over one year ago, on May 9, 2016, Canada's new harmonized takeover bid regime, as set out in National Instrument 62-104 Takeover Bids and Issuer Bids, came into effect. The new rules stipulate three key bid features:

  • Bids must remain open for at least 105 days, except that the time may be reduced to not less than 35 days with the approval of the target or in the event of friendly competing transaction; 
     
  • Bids must be for at least 50% of the target's outstanding shares, excluding any shares held by the bidder; and
     
  • Bids must remain open for an additional 10 days beyond the initial expiry once all bid conditions have been met.

Laurel Hill, Canada's leading shareholder communications firm, has acted as Information Agent for six of the seven unsolicited bids since the new rules took effect and, as such, is uniquely positioned to provide insights on the impact of the new rules.

With this in mind, we are pleased to release our case study "Happy Anniversary NI 62-104! A case study in Canada's new takeover bid regime". The study reviews the recently completed hostile bid by Total Energy Services Inc. for Savanna Energy Services Corp., the only hostile bid in the last year that involved a share exchange and the only successful bid that played out to its end without the support of the target board.

David Salmon, President of Laurel Hill, notes: "We are now one year out from the new rules and, while the number of hostile bids has not declined as many anticipated, there has been a trend towards all-cash deals and we are also seeing targets employ increasingly creative defensive tactics. On the other hand, this particular case underlines the fact that successful bids involving share exchanges can still be made. The case also underscores the importance and the impact of shareholder lock-ups."

Contact Information
David Salmon
604-620-2224
dsalmon@laurelhill.com

Independent proxy advisory firms recommend a vote FOR TIO Networks arrangement

VANCOUVER, Mar 28, 2017 (Canada NewsWire via COMTEX) -- TIO NETWORKS CORP. (TNC) is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), the leading independent proxy advisory firms that provide voting recommendations to institutional investors, have each recommended that TIO shareholders approve the proposed plan of arrangement with PayPal, Inc.