The Ontario Securities Commission approved a mutual fund merger between CI Galaxy Bitcoin Fund (Terminating Fund) and CI Galaxy Bitcoin ETF (Continuing Fund). The approval was necessary because the merger did not qualify for pre-approved reorganizations under National Instrument 81-102 Investment Funds (NI 81-102) due to its taxable nature. The merger complied with other pre-approval criteria, including securityholder vote and Independent Review Committee (IRC) approval, and provided adequate disclosure to securityholders.
Key points include:
– The merger was not a tax-deferred transaction under the Income Tax Act (Canada).
– Securityholders of the Terminating Fund approved the merger in a special meeting.
– The merger was determined not to be a material change for the Continuing Fund, so no unitholder meeting was required for it.
– The merger was intended to provide benefits such as better market price alignment, potential economies of scale, and consistent management fees.
– The merger was to occur on a taxable basis, with no tax impact expected for unitholders holding the fund in a registered plan.
– The costs of the merger were to be borne by the Manager, and no sales charges would be payable by unitholders in connection with the merger.
– The Terminating Fund’s assets were to be transferred to the Continuing Fund in exchange for units of equivalent value.
– The Terminating Fund was to be wound up promptly following the merger.
The regulatory framework for this decision included sections 5.5(1)(b) and 19.1(2) of NI 81-102, and the merger was subject to the conditions and restrictions applicable to alternative mutual funds under Canadian securities legislation. The merger was scheduled to occur after the close of business on or about May 7, 2021.