Canada Business Corporations Act — C-44 206
Definitions 206 (1) The definitions in this subsection apply in this Part. dissenting offeree means, where a take-over bid is made for all the shares of a class of shares, a holder of a share of that class who does not accept the take-over bid and includes a subsequent holder of that share who acquires it from the first mentioned holder; ( pollicité dissident ) offer includes an invitation to make an offer. ( pollicitation ) offeree means a person to whom a take-over bid is made. ( pollicité ) offeree corporation means a distributing corporation whose shares are the object of a take-over bid. ( société pollicitée ) offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, (a) make take-over bids jointly or in concert; or (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made. ( pollicitant ) share means a share, with or without voting rights, and includes (a) a security currently convertible into such a share; and (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( action ) take-over bid means an offer made by an offeror to shareholders of a distributing corporation at approximately the same time to acquire all of the shares of a class of issued shares, and includes an offer made by a distributing corporation to repurchase all of the shares of a class of its shares. ( offre d’achat visant à la mainmise ) Right to acquire (2) If within one hundred and twenty days after the date of a take-over bid the bid is accepted by the holders of not less than ninety per cent of the shares of any class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with this section, to acquire the shares held by the dissenting offerees. Notice (3) An offeror may acquire shares held by a dissenting offeree by sending by registered mail within sixty days after the date of termination of the take-over bid and in any event within one hundred and eighty days after the date of the take-over bid, an offeror’s notice to each dissenting offeree and to the Director stating that (a) the offerees holding not less than ninety per cent of the shares to which the bid relates accepted the take-over bid; (b) the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid; (c) a dissenting offeree is required to elect (i) to transfer their shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or (ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within twenty days after receiving the offeror’s notice; (d) a dissenting offeree who does not notify the offeror in accordance with subparagraph (5)(b)(ii) is deemed to have elected to transfer the shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid; and (e) a dissenting offeree must send their shares to which the take-over bid relates to the offeree corporation within twenty days after receiving the offeror’s notice. Notice of adverse claim (4) Concurrently with sending the offeror’s notice under subsection (3), the offeror shall send to the offeree corporation a notice of adverse claim in accordance with section 78 with respect to each share held by a dissenting offeree. Share certificate (5) A dissenting offeree to whom an offeror’s notice is sent under subsection (3) shall, within twenty days after receiving the notice, (a) send the share certificates of the class of shares to which the take-over bid relates to the offeree corporation; and (b) elect (i) to transfer the shares to the offeror