Alberta Reverse Takeover Information Package

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.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

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.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

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.
• The form is available in MS Word format and is fully editable so you can tailor it to your exact needs.
• This legal template is intended solely for use in the Province of Alberta, Canada.

Make a takeover bid offer to purchase the securities of a publicly owned Canadian corporation with this customizable template.

• The purchaser reserves the right not to proceed if the offer is not accepted by sufficient security holders to represent a majority of the common shares of the corporation.
• The purchaser is not obligated to proceed if any undisclosed action results in a material change to the corporation.
• The terms of the takeover offer are for cash.
• If the purchaser acquires at least 90% of the outstanding securities, it will use any available statutory right of acquisition to acquire the remainder.
• Alternatively, it will propose an amalgamation or merger of the corporation with one of its affiliates, with the end result being that the corporation would no longer have any publicly held shares or securities convertible into shares.
• This legal form template is available in MS Word format and is fully editable to meet your needs.
• Intended for use only in Canada.

An Offering Circular must be distributed to the shareholders and security holders of any Canadian corporation which is the target of a takeover bid. The Circular contains information required by the shareholders, such as:

• history of the offeror and a description of its business,
• the purpose of the offering and the offeror's plans following the purchase,
• beneficial ownership and trading of the offeror's securities,
• securities subject to the offering,
• effects of the offer on the market for the corporation's securities,
• source of the offeror's funds for the purchase,
• income tax considerations,
• Competition Act legislation,
• statutory rights of offerees.

Download the Canada Takeover Bid Offering Circular in MS Word format.