Prepare the documents required for a takeover of a public or private company with these Takeover Forms. Fully editable and easy to customize to fit your needs.
These are Canadian legal forms.
The term takeover is generally used to refer to an acquisition where the company being acquired is resisting the takeover, otherwise known as a 'hostile takeover'. This is accomplished by bypassing the board of directors and making a tender offer directly to the shareholders. If the offer to purchase their shares is 'sweet' enough, a majority of the shareholders may decide to approve the takeover, notwithstanding that the directors and management oppose it.
Many companies have employed defenses against corporate takeover, such as instituting a shareholders' rights plan which allows shareholders to purchase additional stock at a reduced price, resulting in a higher number of shareholders. However, these strategies can have the negative effect of lowering the stock price and diluting the shares.
Use this template Directors' Circular to inform your shareholders of an offer to purchase all of the corporation's common shares. The circular contains the following information:
the reasons that the Board of Directors is recommending that the shareholders accept the offer;
details of a pre-acquisition agreement between the corporation and the offeror, including an agreement by the offeror to pay option holders the difference between the purchase price and the exercise price of their options;
principal security holders;
details of the offering party, including its directors and shareholders;
material contracts between principals of the corporation and the offeror;
trading of securities;
statutory rights of the security holders.
This Directors' Circular is compliant with Alberta laws regarding transfers of common shares. This is a digital download that you can easily customize for your situation.
Give notice of guaranteed delivery of shares which are the subject of a takeover bid with this easy template form for Alberta corporations.
The Notice is given with respect to share certificates that must be deposited by a shareholder pursuant to an offer made by a third party to purchase all of the common shares of a privately held Alberta corporation.
This is NOT a Letter of Transmittal.
This notice is to be used when a shareholder is unable to provide the share certificates or other required documents prior to the expiry date of the offer.
This Alberta Notice of Guaranteed Delivery of Shares form is downloadable and customizable.
Prepare an Offering Circular and shareholder documents for a reverse takeover bid with this digital package of forms for an Alberta public company.
The offering circular must be distributed to all the corporation's shareholders by an offeror who wishes to acquire all of the securities of the corporation in a reverse takeover. The package includes:
Notice of Annual and Special Meeting of Shareholders;
Form of Proxy for the meeting, to be completed by those shareholders unable to attend in person;
Glossary of Terms and Abbreviations used in the documentation;
Management Information Circular, detailing the current status of the corporation, and setting out the details of the proposal and recommending that the shareholders accept the offer;
The Alberta Reverse Take-Over Information Package contains all of these forms in one downloadable file which you can download immediately after purchase.