Takeover Forms

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.

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Alberta Directors Circular re Offer to Purchase Common 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;
  • material changes;
  • 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.

$29.99

Alberta Lock-Up Agreement for Takeover Bid

Lock up the shares of a privately held Alberta corporation in connection with a takeover offer to purchase the shares with this downloadable template.

  • The agreement must be signed by each of the shareholders, pursuant to a pre-acquisition agreement between the corporation and the offeror.
  • Each shareholder agrees to deposit its shares and to surrender any options or warrants it has to purchase shares.
  • Each shareholder agrees not to acquire any additional shares and not to dispose of any of its existing shares except in accordance with the offer.
  • The shareholders will not exercise any rights or remedies they may have under Alberta law to delay, hinder or challenge the offer.

A share lock-up agreement ensures that every shareholder is prepared to accept the offer.

$17.99

Alberta Notice of Guaranteed Delivery of Shares (Takeover)

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.
$12.49

Alberta Reverse Take-Over Information Package

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:
  1. Notice of Annual and Special Meeting of Shareholders;
  2. Form of Proxy for the meeting, to be completed by those shareholders unable to attend in person;
  3. Glossary of Terms and Abbreviations used in the documentation;
  4. 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;
  5. Corporate Certificates.

The Alberta Reverse Take-Over Information Package contains all of these forms in one downloadable file which you can download immediately after purchase.

$46.99

Alberta Share Purchase Agreement for Reverse Takeover

Prepare a Share Purchase Agreement for a reverse takeover of an Alberta corporation with this downloadable template.

  • The purchaser is purchasing all of the shares of a privately held company from the shareholders.
  • The vendor shareholders will be issued shares from the purchaser's treasury.
  • Any shareholder who holds outstanding share options in the company will be issued options or warrants to acquire shares of the purchaser.
  • Subsection 85.1 of the Income Tax Act (Canada) will apply so that the sale will not incur tax cost for the vendors.

Purchase and download the Alberta Share Purchase Agreement for Reverse Takeover template. The form is fully editable so you can tailor it to your exact needs.

$29.99

Alberta Take-over Offer to Purchase Common Shares

Make an offer to purchase the common shares of an Alberta corporation for cash with this customizable template.

  • The offeror wishes to purchase all of the common shares of a privately held corporation.
  • The Board of Directors has approved the offer and recommends that the shareholders accept it.
  • The offer is made for shares only, and does not include options or convertible securities.
  • The offeror will not be obligated to complete the transaction if less than 90% of the outstanding shares are not deposited in accordance with the offer.
  • If the offeror acquires at least 90% of the outstanding shares, it may acquire the remaining shares under the compulsory acquisition provisions of the Alberta Business Corporations Act.

You can download the Take-over Offer to Purchase Common Shares immediately after purchase.

$46.99