190 (1) In this section, “affected security” means a participating security of a corporation in which the interest of the holder would be terminated by reason of a going private transaction; (“valeur mobilière visée”) “going private transaction” means an amalgamation, arrangement, consolidation or other transaction carried out under this Act by a corporation that would cause the interest of a holder of a participating security of the corporation to be terminated without the consent of the holder and without the substitution therefor of an interest of equivalent value in a participating security that, (a)  is issued by the corporation, an affiliate of the corporation or a successor body corporate, and (b)  is not limited in the extent of its participation in earnings to any greater extent than the participating security for which it is substituted, but does not include, (c)  an acquisition under section 188, (d)  a redemption of, or other compulsory termination of the interest of the holder in, a security if the security is redeemed or otherwise acquired in accordance with the terms and conditions attaching thereto or under a requirement of the articles relating to the class of securities or of this Act, or (e)  a proceeding under Part XVI; (“transformation en société fermée”) “participating security” means a security issued by a body corporate other than a security that is, in all circumstances, limited in the extent of its participation in earnings and includes, (a)  a security currently convertible into such a security, and (b)  currently exercisable warrants entitling the holder to acquire such a security or such a convertible security. (“valeur mobilière participante”)  R.S.O. 1990, c. B.16, s. 190 (1). Valuation (2) A corporation that proposes to carry out a going private transaction shall have prepared by an independent, qualified valuer a written valuation indicating a per security value or range of values for each class of affected securities, and, (a)  the valuation shall be prepared or revised as of a date not more than 120 days before the announcement of the going private transaction, with appropriate adjustments for subsequent events other than the going private transaction; (b)  the valuation shall not contain a downward adjustment to reflect the fact that the affected securities do not form part of a controlling interest; and (c)  if the consideration to be received by the holders of the affected securities is wholly or partly other than cash, or a right to receive cash within ninety days after the approval by security holders of the going private transaction, the valuation shall include the valuer’s opinion whether the value of each affected security to be surrendered is equal to or greater than the total value of the consideration to be received therefor.  R.S.O. 1990, c. B.16, s. 190 (2). Information circular (3) The corporation shall send a management information circular to the holders of the affected securities not less than forty days prior to the date of a meeting which shall be called by it to consider that transaction, and the information circular shall contain, in addition to any other required information and subject to any exemption granted under subsection (6), (a)  a summary of the valuation prepared in compliance with subsection (2) and a statement that a holder of an affected security may inspect a copy of the valuation at the registered office of the corporation or may obtain a copy of the valuation upon request and payment of a specified amount sufficient to cover reasonable costs of reproduction and mailing; (b)  a statement of the approval or approvals of holders of affected securities required to be obtained in accordance with this section; (c)  a certificate signed by a senior officer or a director of the corporation certifying that he or she and, to his or her knowledge, the corporation are unaware of any material fact relevant to the valuation prepared in compliance with subsection (2) that was not disclosed to the valuer; and (d)  a statement of the class or classes of affected securities and of the number of securities of each class and, if any securities of any such class are, under paragraph 3 of subsection (4), not to be taken into account in the vote required by subsection (4), a statement of the number thereof and why they are not to be taken into account, but if all or any portion of a class of affected securities is represented by certificates that are not in registered form, it shall be sufficient to make the information circular available to the holders of such affected securities in the manner provided for in the terms of the securities for sending notice to such holders or otherwise in such manner as may be prescribed.  R.S.O. 1990, c. B.16, s. 190 (3). Idem (4) A corporation shall not carry out a going private transaction unless, in addition to any other required security holder approval, the transaction is approved by the holders of each class of affected securities by a vote in accordance with the following provisions: 1.  If the consideration to be received by a holder of an affected security of the particular class is, i.  payable wholly or partly other than in cash or a right to receive cash within ninety days after the approval of the going private transaction, or ii.  payable entirely in cash and is less in amount than the per security value or the mid-point of the range of per security values, arrived at by the valuation prepared in compliance with subsection (2), then the approval shall be given by a special resolution. 2.  In cases other than those referred to in paragraph 1, the approval shall be given by an ordinary resolution. 3.  In determining whether the transaction has been approved by the requisite majority, the votes of, i.  securities held by affiliates of the corporation, ii.  securities the beneficial owners of which will, consequent upon the going private transaction, be entitled to a per security consideration greater than that available to other holders of affected securities of the same class, iii.  securities the beneficial owners of which, alone or in concert with others, effectively control the corporation and who, prior to distribution of the information circular, entered into an understanding that they would support the going private transaction, shall be disregarded both in determining the total number of votes cast and in determining the number of votes cast in favour of or against the transaction.  R.S.O. 1990, c. B.16, s. 190 (4). Effect of section (5) The rights provided by this section are in addition to any other rights of a holder of affected securities.  R.S.O. 1990, c. B.16, s. 190 (5). Powers of Commission (6) Upon an application by an interested person, the Commission may, subject to such terms and conditions as it may impose, exempt any person from any requirement of this section where in its opinion to do so would not be prejudicial to the public interest, and the Commission may publish guidelines as to the manner and circumstances in which it will exercise this discretion.  R.S.O. 1990, c. B.16, s. 190 (6). Rights of security holder (7) A holder of an affected security that is a share of any class of a corporation may dissent from a going private transaction upon compliance with the procedures set out in section 185, in which case the holder shall be entitled to the rights and remedies provided by that section.  R.S.O. 1990, c. B.16, s. 190 (7). PART XVI   LIQUIDATION AND DISSOLUTION