Corporate Arrangement
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Leading Independent Proxy Advisory Firm ISS Recommends Aptose Biosciences Shareholders Vote “FOR” Proposed Plan of Arrangement with Hanmi Pharmaceutical
Globenewswire· 2026-03-19 11:30
Core Viewpoint - Aptose Biosciences Inc. has received a recommendation from Institutional Shareholder Services (ISS) for shareholders to vote "FOR" the special resolution to approve the acquisition arrangement with Hanmi Pharmaceutical Co. Ltd. [1][2] Transaction Details - The arrangement involves Hanmi and its subsidiary acquiring all outstanding common shares of Aptose not owned by them, with shareholders receiving C$2.41 in cash per share, representing a 28% premium over the 30-day volume-weighted average price (VWAP) of C$1.88 [3] - The transaction is subject to customary closing conditions, including court approval and approval from the Toronto Stock Exchange (TSX) [9] Meeting Information - A special meeting for shareholders to approve the arrangement and continuance has been reconvened for March 31, 2026, at 11:00 a.m. (EST), to be held virtually [4] - The proxy voting deadline is set for March 27, 2026, at 11:00 a.m. (Eastern time) [7] Shareholder Communication - Aptose has filed a definitive proxy statement with the SEC and mailed it to all shareholders, providing necessary voting materials [5] - Morrow Sodali (Canada) Ltd. has been retained to assist with shareholder communications and proxy solicitation [10] Company Overview - Aptose Biosciences Inc. is a clinical-stage biotechnology company focused on developing precision medicines for oncology, particularly in hematology [10]
Bear Creek Mining Corporation Obtains Final Order for Arrangement with Highlander Silver Corp.
TMX Newsfile· 2026-02-23 23:07
Core Viewpoint - Bear Creek Mining Corporation has received final court approval for its arrangement with Highlander Silver Corp, allowing Highlander Silver to acquire all outstanding shares of Bear Creek [1][2]. Group 1: Arrangement Details - The arrangement was approved by Bear Creek's shareholders and other security holders during a special meeting held on February 19, 2026 [2]. - Closing of the arrangement is anticipated on or about February 26, 2026, pending satisfaction of all conditions, including regulatory approval [3]. - Shareholders of Bear Creek will receive 0.1175 common shares of Highlander Silver for each Bear Creek share held [3]. Group 2: Procedural Information - Registered holders of Bear Creek shares must submit their letter of transmittal along with share certificates to Endeavor Trust Corporation to receive the exchange consideration [3]. - Further details regarding the arrangement and the transmittal process are available in the management information circular dated January 16, 2026 [1][3].
Dolly Varden Silver Announces Filing of Special Meeting Circular and Receipt of Interim Order in Respect of Previously Announced Arrangement with Contango ORE
TMX Newsfile· 2026-02-13 21:30
Core Viewpoint - Dolly Varden Silver Corporation is moving forward with a statutory arrangement with Contango ORE, Inc., requiring shareholder approval at an upcoming special meeting [1][4]. Meeting Details - The special meeting of shareholders will take place on March 17, 2026, at 10:00 a.m. Vancouver time, at the offices of Stikeman Elliott LLP [3]. - Shareholders are encouraged to vote before the proxy voting deadline of March 13, 2026, at 10:00 a.m. Vancouver time [3]. The Arrangement - Under the arrangement, Contango will acquire all issued and outstanding common shares of Dolly Varden, with shareholders receiving 0.1652 of a Contango share for each Dolly Varden share held [4]. - Eligible Canadian shareholders may opt for 0.1652 of an exchangeable share in a Canadian subsidiary of Contango [4]. - The arrangement requires approval from at least 66 2/3% of the votes cast by Dolly Varden shareholders at the meeting [4]. Board Recommendation & Rationale - The board of directors unanimously recommends that shareholders vote in favor of the arrangement, citing various reasons including voting support agreements with directors, officers, and large shareholders who collectively own approximately 22% of the outstanding shares [5][10]. About Dolly Varden Silver Corporation - Dolly Varden Silver Corporation is focused on advancing its 100% held Kitsault Valley Project in British Columbia, which includes the Dolly Varden and Homestake Ridge Projects [7]. - The company has consolidated around 100,000 hectares of prospective tenure in the Golden Triangle, which includes five past-producing high-grade silver mines [7]. - The Kitsault Valley Project is considered prospective for further precious metal deposits and contains properties that may host copper and gold mineralization [7].
Canfor Pulp files Management Information Circular and announces receipt of interim order in respect of proposed plan of arrangement with Canfor Corporation
Globenewswire· 2026-02-03 23:00
Core Viewpoint - Canfor Pulp Products Inc. has filed a management information circular for a special meeting to vote on a proposed arrangement with Canfor Corporation, which includes options for shareholders to receive either shares or cash for their common shares [2][3][5]. Arrangement Details - The arrangement allows shareholders to choose between receiving 0.0425 of a common share in Canfor Corp or $0.50 in cash for each common share held [5]. - If the arrangement is completed, Canfor Pulp will become an indirect wholly-owned subsidiary of Canfor Corp [6]. Special Committee and Board Recommendations - A special committee of independent directors was formed to evaluate the arrangement, which unanimously determined it to be in the best interests of Canfor Pulp and fair to shareholders [7][8]. - The Board of Directors also recommended that shareholders vote in favor of the arrangement after careful consideration of various factors [9][10]. Reasons for the Recommendation - The cash consideration of $0.50 per share represents a 25% premium to the closing share price on December 2, 2025, and a 38% premium based on the 10-day volume-weighted average share price [11]. - The arrangement provides certainty of cash value and the opportunity for shareholders to participate in the combined business post-arrangement [11]. - An independent valuation indicated that the fair market value of the common shares is between $0.08 and $0.52, making the offered cash consideration near the top of this range [11]. - The arrangement is supported by a significant shareholder holding approximately 4.4% of the common shares, who has agreed to vote in favor of the arrangement [11][15]. Voting and Election Process - Shareholders must submit their election to receive either the share or cash consideration by 4:00 p.m. on March 4, 2026 [12]. - The arrangement requires approval from at least 66⅔% of the votes cast at the Company Meeting, excluding votes from the Purchaser and its affiliates [14]. Go-Shop Period - Canfor Pulp had a go-shop period to solicit other acquisition proposals, but no proposals were received during this time [18].
Independent Proxy Advisory Firms Recommend Securityholders Vote to Approve Arrangement Between Bear Creek Mining Corporation and Highlander Silver Corp.
TMX Newsfile· 2026-02-03 13:00
Core Viewpoint - Bear Creek Mining Corporation has received positive recommendations from two independent proxy advisory firms, including Institutional Shareholder Services (ISS), for Securityholders to vote in favor of the proposed Arrangement with Highlander Silver Corp. and the Interest Deferral Agreements [1][3]. Arrangement Details - A special meeting for Securityholders to approve the Arrangement and Interest Deferral Agreements is scheduled for February 19, 2026, at 10:00 a.m. Vancouver time [2]. - Under the Arrangement, Shareholders will receive 0.1175 of a common share of Highlander for each Bear Creek Share held [2]. Proxy Advisory Recommendations - Both ISS and another independent proxy advisory firm recommend that Securityholders vote FOR the Arrangement and Interest Deferral Agreements, citing strategic soundness and benefits such as a stronger balance sheet and enhanced liquidity [3]. - ISS noted that the transaction eliminates Bear Creek's debt and stream burden, and the positive market reaction and fairness opinions support this view [3]. Company Leadership Comments - Eric Caba, President and CEO of Bear Creek, emphasized that the recommendations reinforce the board's belief that the Arrangement is in the best interests of Shareholders, creating a stronger, better-capitalized company [3]. Benefits of the Arrangement - The Arrangement is expected to unlock value at the Corani project and combine it with Highlander's San Luis project, creating a complementary Peru-focused portfolio [6]. - The combined company will have substantial liquidity, no debt, and an estimated market capitalization of C$1.2 billion, enhancing competitiveness [6]. - Shareholders are expected to own approximately 18% of the combined entity, retaining long-term exposure to key assets [6]. - The process includes rigorous oversight and fairness protections, such as a nine-month strategic review and insider voting support representing about 30% of the issued shares [6]. Voting Information - Securityholders are encouraged to vote before the proxy voting deadline of February 17, 2026, at 10:00 a.m. Vancouver time [5]. - The Board of Directors of Bear Creek unanimously recommends that Securityholders vote FOR the Arrangement with Highlander [5].
Bear Creek Mining Corporation Announces Filing and Mailing of Its Meeting Materials to Approve the Arrangement with Highlander Silver Corp.
TMX Newsfile· 2026-01-19 22:34
Core Viewpoint - Bear Creek Mining Corporation has filed materials for a special meeting to approve a proposed arrangement with Highlander Silver Corp and interest deferral agreements with Royal Gold and Equinox [1][4]. Meeting Details - The special meeting is scheduled for February 19, 2026, at 10:00 a.m. Vancouver time, at the offices of Borden Ladner Gervais LLP [3]. - Securityholders of record as of January 13, 2026, are entitled to attend and vote at the meeting [3]. Arrangement Details - Highlander will acquire all outstanding Bear Creek Shares not already owned, with each Bear Creek Shareholder receiving 0.1175 of a common share of Highlander for each Bear Creek Share [4]. - The arrangement agreement was initially made on December 18, 2025, and amended on January 9, 2026 [4]. Support for the Arrangement - Directors, officers, and major shareholders representing approximately 30% of Bear Creek Shares have signed voting support agreements in favor of the arrangement [5]. - Highlander acquired 50,000,000 Bear Creek Shares for $18 million, demonstrating confidence in the arrangement [6]. Benefits of the Arrangement - The arrangement is expected to provide a pathway to the construction and operation of Bear Creek's Corani Project in Peru, unlocking value for shareholders [13]. - Debt restructuring with major creditors is anticipated, resulting in a financially robust company with no debt [13]. - The combination of assets is expected to enhance the capital markets profile, with a combined equity market capitalization of approximately C$625 million [13].
Independent Proxy Advisory Firms Recommend NuVista Shareholders Vote “For” Proposed Ovintiv Transaction
Globenewswire· 2026-01-12 12:30
Core Viewpoint - NuVista Energy Ltd. has received positive recommendations from independent proxy advisory firms, including Institutional Shareholder Services (ISS), for shareholders to vote in favor of a special resolution regarding a proposed arrangement with Ovintiv Inc. [1][3] Arrangement Details - Under the proposed arrangement, NuVista shareholders can choose to receive: (i) C$18.00 in cash per share, (ii) 0.344 of an Ovintiv share per NuVista share, or (iii) a combination of cash and shares, subject to rounding and proration [2][11]. - Shareholders who do not submit their election by the deadline will automatically receive a combination of cash and shares for 50% of their holdings [12]. Proxy Advisory Recommendations - ISS praised the sales process and negotiations that led to increased consideration, highlighting that the valuation exceeds historical market prices over the last 15 years [3]. - The endorsement from ISS is seen as a validation of the transaction's potential to create value for NuVista shareholders [5]. Meeting and Voting Information - The special meeting for NuVista shareholders is scheduled for January 23, 2026, at 8:00 a.m. Calgary time, where the arrangement will be voted on [1][5]. - Shareholders are encouraged to vote before the proxy voting deadline of January 21, 2026, at 8:00 a.m. Calgary time [5][7]. Voting Process - Registered shareholders can vote by mail, in person, or online, while beneficial shareholders should follow instructions from their intermediaries [6][8]. - A Letter of Transmittal and Election Form must be completed by registered shareholders to receive their entitled consideration under the arrangement [13]. Company Overview - NuVista is an oil and natural gas company focused on the exploration and production of reserves in Alberta, particularly in the Montney formation [14]. - The company's shares are traded on the TSX under the symbol NVA [14].
Thunderbird Entertainment Group Inc. Announces Filing and Mailing of Information Circular and Receipt of Interim Order in Connection With Plan of Arrangement With Blue Ant Media Corporation
Businesswire· 2025-12-22 21:30
Core Viewpoint - Thunderbird Entertainment Group Inc. is preparing for a special meeting on January 12, 2026, to vote on a resolution for Blue Ant Media Corporation to acquire all outstanding shares of Thunderbird, offering shareholders options for compensation [1][2]. Group 1: Meeting Details - The special meeting will be held virtually on January 12, 2026, at 9:00 a.m. Vancouver time, with only shareholders of record as of December 12, 2025, eligible to vote [4]. - Shareholders are encouraged to read the management information circular and vote their shares before the proxy voting deadline of January 8, 2026, at 9:00 a.m. Vancouver time [5][6]. Group 2: Acquisition Proposal - The proposed arrangement allows shareholders to choose between receiving 0.2165 Blue Ant subordinate voting shares per share, $1.77 in cash per share, or a combination of both, with a maximum cash consideration of $40 million [2]. - Approval of the arrangement resolution requires at least two-thirds (66%) of the votes cast by shareholders at the meeting [2]. Group 3: Board and Shareholder Support - The board of directors unanimously recommends that shareholders vote in favor of the arrangement resolution, following a recommendation from an independent strategic review committee [7]. - Approximately 37% of the issued and outstanding shares are supported by directors, executive officers, and certain other shareholders who have agreed to vote in favor of the arrangement [8]. Group 4: Legal and Regulatory Aspects - The Supreme Court of British Columbia issued an interim order on December 10, 2025, authorizing the meeting and related matters [9]. - Completion of the arrangement is subject to obtaining a final court order, regulatory approvals, and other customary closing conditions [10]. Group 5: Company Overview - Thunderbird Entertainment Group Inc. is a global, award-winning, full-service multiplatform production, distribution, and rights management company, headquartered in Vancouver, with operations in Los Angeles [11]. - The company produces a variety of content, including scripted, unscripted, and animated programming for leading digital platforms and broadcasters [11].
Canadian Gold Corp. Announces Sending of Meeting Materials for Proposed Plan of Arrangement
Newsfile· 2025-11-13 12:00
Core Viewpoint - Canadian Gold Corp. is moving forward with a proposed plan of arrangement with McEwen Inc., with a special meeting scheduled for December 5, 2025, to seek shareholder approval for the arrangement [1][4]. Group 1: Arrangement Details - The arrangement agreement, dated October 10, 2025, stipulates that each holder of Canadian Gold shares will receive 0.0225 McEwen shares for each Canadian Gold share held [2]. - The arrangement is subject to customary conditions, including necessary court, shareholder, and stock exchange approvals, with an anticipated completion date in January 2026 if all conditions are met [4]. Group 2: Fairness Opinion - Red Cloud Securities Inc. has provided a fairness opinion indicating that the arrangement is fair from a financial perspective for Canadian Gold shareholders [5]. Group 3: Company Overview - Canadian Gold Corp. focuses on mineral exploration and development, particularly at the Tartan Mine in Flin Flon, Manitoba, which has an indicated mineral resource estimate of 240,000 ounces of gold [6]. - The company also holds exploration properties in Ontario and Quebec, adjacent to major gold mines and projects [6].
GoviEx Uranium Completes Arrangement with Tombador Iron Limited
Newsfile· 2025-11-13 03:52
Core Viewpoint - GoviEx Uranium Inc. has completed a plan of arrangement with Tombador Iron Limited, resulting in GoviEx becoming a wholly-owned subsidiary of Tombador and forming a new uranium exploration and development company named Atomic Eagle Ltd, expected to be listed on the Australian Securities Exchange [1][2][4]. Group 1: Arrangement Details - The arrangement was overwhelmingly approved by GoviEx shareholders, with approximately 98.7% of votes cast in favor at a special meeting held on October 24, 2025 [2]. - Each holder of a GoviEx common share will receive 0.2534 fully-paid ordinary shares in Tombador for each GoviEx share held, along with replacement options for optionholders and warrantholders [3]. - GoviEx shares are set to be delisted from the TSX Venture Exchange and the OTCQB Venture Market effective November 14, 2025, and the company will cease to be a reporting issuer in Canada [4]. Group 2: Shareholder Actions - Registered shareholders of GoviEx must complete and return a letter of transmittal along with their share certificates to receive the new Tombador shares [5]. - Non-registered shareholders are advised to contact their brokers for assistance in submitting their shares [5]. Group 3: Company Background - GoviEx Uranium Inc. is focused on the exploration and development of uranium properties in Africa, with a principal objective to become a significant uranium producer through its Muntanga Project in Zambia [7].