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New rule for merger disclosureSmith Lyons, Toronto

The Ontario Securities Commission recently finalized Rule 54-501 – Prospectus Disclosure in Certain Information Circulars – which is expected to come into force on December 31 2000. Generally, the rule applies to an information circular sent to holders of voting securities of a reporting issuer, in respect of a meeting of those holders for which proxies are being solicited, and that is being held to consider a statutory amalgamation, statutory arrangement, statutory merger or reorganization under which securities are to be distributed or transferred to security holders of the reporting issuer. The rule generally requires that the sender of an information circular must include the disclosure that would be required in a prospectus, if the circular were a prospectus of each issuer whose securities are being distributed or transferred in connection with the applicable transaction, with necessary modifications. Such disclosure must also include the financial statement and other disclosure, if any, of a business acquired or to be acquired by the issuer prescribed by National Instrument 41-501 – General Prospectus Requirements – and National Instrument 44-101 – Short Form Prospectus Distributions – as applicable. If no disclosure is required under these provisions, the issuer sending the information circular must still include in it the financial statement and any other disclosure that would be required under the National Instruments, if the information circular were a prospectus of the issuer. These National Instruments generally provide that if an issuer has made, or is proposing to make, a significant acquisition or multiple acquisitions that are not otherwise significant during specified periods of time, the issuer must include in its prospectus certain financial statements relating to each business acquired or to be acquired.

Kathleen Ritchie

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