Simon Weintraub Yigal Arnon Israeli Company Ipo In Canada
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Raising Capital in Canada February 10, 2010
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Raising capital in Canada, Listing on the Toronto Stock ExchangeWednesday, February 10, 2010
Transcript of Simon Weintraub Yigal Arnon Israeli Company Ipo In Canada
Raising Capital in Canada
February 10, 2010
Methods of going Public in
Canada: An Israeli Law
Perspective
Raising Capital in Canada
February 10, 2010
February 10, 2010
Introduction
Yigal Arnon & Co.Yigal Arnon & Co.
- One of the largest/most dynamic law firms in Israel.
- 110 lawyers including 39 partners.
- For over 50 years: Providing legal services to a variety of clients (Fortune 500 companies, emerging
growth companies, investor groups and individuals).
February 10, 2010
Introduction
Yigal Arnon & Co. Yigal Arnon & Co.
- Full service firm in numerous industries including information technology, biotechnology, banking, real
estate, telecommunications, insurance, energy and
automotive.
- Represent numerous publicly traded companies on
exchanges around the world, including NYSE, Nasdaq, London, AIM, Frankfurt, etc.
February 10, 2010
Introduction
Simon Simon WeintraubWeintraub, Adv., Adv.
- Partner in the Tel-Aviv international corporate department, originally from Toronto.
- Practice Areas: corporate representation to privately held companies, emerging growth companies in all
stages of business and publicly traded companies
including large multinational corporations.
- Experience representing Israeli Companies on NASDAQ.
February 10, 2010
Introduction
Simon Simon WeintraubWeintraub, Adv., Adv.
- Industries of expertise include technology, biotech, banking, international real estate and medical
devices.
- Areas of expertise include corporate finance,
venture capital financing, M&A, public offerings, joint
ventures and secured lending.
Contact Info
Tel: +972-3-6087864 Email: [email protected]
February 10, 2010
Three Possible Ways to Structure Going Public on TSX/TSE 1) The Share Swap1) The Share Swap
ISRAEL CO.
CANADA CO. CPC
Shares Shares
ASSETSASSETS
CPC – Incorporated (not necessarily in Canada) and offered on the TSX
or TSE under more lenient offering rules.
February 10, 2010
1) The Share Swap1) The Share Swap
ISRAEL CO.
CANADA CO. CPC
IsraCo.
Shares
Shares
CanCo.
Shares
ASSETSASSETS
Three Possible Ways to Structure Going Public on TSX/TSE
Shares
February 10, 2010
1) The Share Swap1) The Share Swap
ISRAEL CO.
CANADA CO. CPC
Shares
SharesShares
ASSETSASSETS
Israeli Company stays private
company under Israeli law.
Three Possible Ways to Structure Going Public on TSX/TSE
IsraCo.
Shares
February 10, 2010
2) The Reverse 2) The Reverse
Triangular MergerTriangular Merger
CANADA CO. CPC
NewCo.ISRAEL CO.
Shares
ASSETSASSETS
Shares
NewCo. – CPC subsidiary incorporated in jurisdiction of target
company.
Three Possible Ways to Structure Going Public on TSX/TSE
February 10, 2010
2) The Reverse 2) The Reverse
Triangular MergerTriangular Merger
CANADA CO. CPC
NewCo.
Shares
ASSETSASSETS
Amalgamation
Shares
SharesThree Possible Ways to Structure Going Public on TSX/TSE
ISRAEL CO.
February 10, 2010
IsraCo.Shares
2) The Reverse 2) The Reverse
Triangular MergerTriangular Merger
CANADA CO.CPC
ISRAEL CO.
ASSETSASSETS
Shares
SharesThree Possible Ways to Structure Going Public on TSX/TSE
February 10, 2010
3) IPO3) IPO
ISRAEL CO.
Shares
ASSETSASSETS
Toronto Stock
Exchange
Three Possible Ways to Structure Going Public on TSX/TSE
February 10, 2010
3) IPO3) IPO
ISRAEL CO.
Shares
ASSETSASSETS
Toronto Stock
Exchange
Application
Float IsraCo
Shares
PublicPublic
Three Possible Ways to Structure Going Public on TSX/TSE
February 10, 2010
Some NotesSome Notes……
1)1) Share SwapShare Swap
2)2) Reverse Triangular MergerReverse Triangular Merger
3)3) IPOIPO
Models 1 & 2 common approach
Israeli company not “public company” under
Israeli law **
“Public Company” – a company the shares of which are registered for
trade in a stock exchange, or were offered to the public in a prospectus as
defined in the Israeli Securities Law, or were offered to the public outside
of Israel based on a public offering document required by law outside of
Israel, and are held by the public.”
** Unless original CPC is Israeli
Israeli companies law & sec laws apply �Public company regulations will not.
Three Possible Ways to Structure Going Public on TSX/TSE
February 10, 2010
The Share SwapT
he Isra
eli P
ers
pecti
ve
• Structure: share exchange agreement + ancillary
documents.
• Review Israeli target’s Articles of Association
thoroughly! Check for rights limiting the transaction
(veto, ROFR, bring along).
• No bring along in AOA � IsraCo subject to statutory
bring along provisions!
• Note: Class votes…
New law = 80% Old law = 90%!!!
February 10, 2010
The Reverse Triangular Merger
Depends How It’s Done
Regular (Sec. 320) Court (Sec. 350)
• BOD Approval
• Merger proposal: send notice thereof to
creditors who can petition the court to delay
or prevent the merger.
• New law – majority approval of
shareholders present and voting
• Old law – 75% in interest of those present
and voting
• Class votes…
• Certificate of Merger - Wait 30 days after
shareholder meeting (or 50 days after
sending info statement – the latter).
• Petition to court for order to
call a general meeting.
• Majority in actual number,
and 75% in interest, of those
present.
• Class votes…
• File second petition for
approval of merger.Th
e Isra
eli P
ers
pecti
ve
February 10, 2010
The IPO
Israeli Securities Law - 1968
Th
e Isra
eli P
ers
pecti
ve
Section 15Section 15
• An offer to the public cannot be made unless under a prospectus, approved
by the ISA.
• A sale to the public cannot be made unless under a prospectus, approved by
the ISA.
Section 15ASection 15A• Private placements to 35 or less investors in a 12 month period is excluded.
Section 35(31)Section 35(31)
• Special reporting requirements for an Israeli company traded in a jurisdiction
outside of Israel and listed in the Law (e.g. Nasdaq & NYSE), i.e. dual listing.
February 10, 2010
The IPO
Corporate Requirements of Israeli Public Company
New
AOAExternal
Directors
Audit
Committee
Th
e Isra
eli P
ers
pecti
ve
Special
requirements for
approval of
interested party
transactions
February 10, 2010
To sum…
