Recent actions by the Ontario Securities Commission (OSC) in
connection with the acquisition of AiT Advanced Information
Technologies by 3M Canada are raising concerns in Canadian
public M&A. The unexpected actions against AiT over the
disclosure of its proposed merger is forcing everyone to tread
On February 8 2007, the OSC commenced proceedings against
AiT and two of its directors for failure to make timely
disclosure of its proposed transaction with 3M. Two weeks
later, on February 19, AiT and one of these directors entered
into settlement agreements with the OSC. The hearing for the
remaining director has been set for July 9.
The chronology of events set out in the OSC's statement of
allegations is generally consistent with the agreed statement
of facts set out in the settlement agreements.
On January 25 2002, a committee of the AiT board accepted
management's recommendation that AiT consider finding...