take-over bid

In this instrument…

“take-over bid” means an offer to acquire outstanding voting securities or equity securities of a class made to one or more persons, any of whom is in the local jurisdiction or whose last address as shown on the books of the offeree issuer is in the local jurisdiction, where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire but does not include an offer to acquire if the offer to acquire is a step in an amalgamation, merger, reorganization or arrangement that requires approval in a vote of security holders.

Lexata note: 

• Section 1.1(3) of NI 62-104 states as follows: “In the definition of “take-over bid” in the Act, the prescribed class of take-over bids is that set out in the definition of “take-over bid” in this Instrument. 
• In turn, the definition of “take-over bid” in s. 1(1) of the Ontario Securities Act is as follows: “take-over bid” means a direct or indirect offer to acquire a security that is,

(a) made by a person or company other than the issuer of the security; and

(b) within a prescribed class of offers to acquire.