Mergers, Amalgamations and Takeovers

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

Prepare documents required to amalgamate two affiliated Alberta corporations with this Hybrid Amalgamation Forms Package.

• A hybrid amalgamation is one between two corporations who are affiliated (in other words, one corporation owns shares in the other). The following forms are included in this package:
  1. Amalgamation Agreement;
  2. Statutory Declaration of a proposed director of the amalgamated company regarding the financial status of the new company;
  3. Corporate Resolutions of both amalgamating corporations, approving and authorizing the amalgamation.
• These forms are only intended to be used for companies incorporated in the Province of Alberta, Canada.
• An amalgamation doesn't have to cost you a fortune in legal fees. Save time and money, buy and download the Hybrid Amalgamation Forms 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 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;
  • Corporate Certificates.
• 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 offer to purchase all of the 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 Business Corporations Act.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

This Transmittal Letter is used to deposit the shares of an Alberta corporation with the corporation under the terms of an offer to purchase, until the share purchase is complete.

• The common shares of the corporation are being deposited pursuant to the terms of a takeover offer by a third party to purchase all of the common shares of the corporation.
• The Letter of Transmittal includes detailed instructions for the shareholder on how to deposit their share certificate(s).
• The offeror is directed to pay the shareholder for the shares being purchased.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Prepare the documents required for a short form vertical amalgamation in the Province of Alberta with this package of template forms.

• A vertical amalgamation is one in which a parent corporation merges with a wholly-owned subsidiary, following which all of the shares in the subsidiary company are owned by the parent corporation.
• This package of forms contains:
  • Amalgamation Agreement
  • Statutory Declaration re solvency required under the Alberta Business Corporations Act
  • Corporate resolutions for each of the amalgamating companies
  • Draft Articles of Amalgamation to be attached as a schedule to the resolutions.
• The forms are available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

After an amalgamation, the amalgamated Canadian corporation must hold an organizational meeting of directors and shareholders. Use this easy template to prepare the Minutes, which cover:

• election of the directors for the ensuing year,
• appointment of the corporate officers who will perform certain duties for the corporation,
• adopting by-laws for the new corporation,
• issuing shares of stock to the shareholders.

Save yourself time and effort - get the Minutes of Organizational Meeting for an amalgamated corporation in Canada.