Mergers, Amalgamations and Takeovers

Use this template Directors' Circular to inform your shareholders of an offer to purchase all of the corporation's common shares.

• The circular contains the following information:
  • the reasons that the Board of Directors is recommending that the shareholders accept the offer;
  • details of a pre-acquisition agreement between the corporation and the offeror, including an agreement by the offeror to pay option holders the difference between the purchase price and the exercise price of their options;
  • principal security holders;
  • details of the offering party, including its directors and shareholders;
  • material contracts between principals of the corporation and the offeror;
  • trading of securities;
  • material changes;
  • statutory rights of the security holders.
• This Directors' Circular is compliant with Alberta laws regarding transfers of common shares.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Prepare documents required to amalgamate two affiliated Alberta corporations with this Hybrid Amalgamation Forms Package.

• A hybrid amalgamation is one between two corporations who are affiliated (in other words, one corporation owns shares in the other). The following forms are included in this package:
  1. Amalgamation Agreement;
  2. Statutory Declaration of a proposed director of the amalgamated company regarding the financial status of the new company;
  3. Corporate Resolutions of both amalgamating corporations, approving and authorizing the amalgamation.
• These forms are only intended to be used for companies incorporated in the Province of Alberta, Canada.
• An amalgamation doesn't have to cost you a fortune in legal fees. Save time and money, buy and download the Hybrid Amalgamation Forms Package.

Lock up the shares of a privately held Alberta corporation in connection with a takeover offer to purchase the shares with this downloadable template.

• The agreement must be signed by each of the shareholders, pursuant to a pre-acquisition agreement between the corporation and the offeror.
• Each shareholder agrees to deposit its shares and to surrender any options or warrants it has to purchase shares.
• Each shareholder agrees not to acquire any additional shares and not to dispose of any of its existing shares except in accordance with the offer.
• The shareholders will not exercise any rights or remedies they may have under Alberta law to delay, hinder or challenge the offer.
• A share lock-up agreement ensures that every shareholder is prepared to accept the offer.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Give notice of guaranteed delivery of shares which are the subject of a takeover bid with this easy template form for Alberta corporations.

• The Notice is given with respect to share certificates that must be deposited by a shareholder pursuant to an offer made by a third party to purchase all of the common shares of a privately held Alberta corporation.
• This is NOT a Letter of Transmittal.
• This notice is to be used when a shareholder is unable to provide the share certificates or other required documents prior to the expiry date of the offer.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Prepare an Offering Circular and shareholder documents for a reverse takeover bid with this digital package of forms for an Alberta public company.

• The offering circular must be distributed to all the corporation's shareholders by an offeror who wishes to acquire all of the securities of the corporation in a reverse takeover.
• The package includes:
  • Notice of Annual and Special Meeting of Shareholders;
  • Form of Proxy for the meeting, to be completed by those shareholders unable to attend in person;
  • Glossary of Terms and Abbreviations used in the documentation;
  • Management Information Circular, detailing the current status of the corporation, and setting out the details of the proposal and recommending that the shareholders accept the offer;
  • Corporate Certificates.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Prepare a Share Purchase Agreement for a reverse takeover of an Alberta corporation with this downloadable template.

• The purchaser is purchasing all of the shares of a privately held company from the shareholders.
• The vendor shareholders will be issued shares from the purchaser's treasury.
• Any shareholder who holds outstanding share options in the company will be issued options or warrants to acquire shares of the purchaser.
• Subsection 85.1 of the Income Tax Act (Canada) will apply so that the sale will not incur tax cost for the vendors.
• The form is available in MS Word format and is fully editable so you can tailor it to your exact needs.
• This legal template is intended solely for use in the Province of Alberta, Canada.

Make a takeover offer to purchase all of the shares of an Alberta corporation for cash with this customizable template.

• The offeror wishes to purchase all of the common shares of a privately held corporation.
• The Board of Directors has approved the offer and recommends that the shareholders accept it.
• The offer is made for shares only, and does not include options or convertible securities.
• The offeror will not be obligated to complete the transaction if less than 90% of the outstanding shares are not deposited in accordance with the offer.
• If the offeror acquires at least 90% of the outstanding shares, it may acquire the remaining shares under the compulsory acquisition provisions of the Business Corporations Act.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

This Transmittal Letter is used to deposit the shares of an Alberta corporation with the corporation under the terms of an offer to purchase, until the share purchase is complete.

• The common shares of the corporation are being deposited pursuant to the terms of a takeover offer by a third party to purchase all of the common shares of the corporation.
• The Letter of Transmittal includes detailed instructions for the shareholder on how to deposit their share certificate(s).
• The offeror is directed to pay the shareholder for the shares being purchased.
• Available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

Prepare the documents required for a short form vertical amalgamation in the Province of Alberta with this package of template forms.

• A vertical amalgamation is one in which a parent corporation merges with a wholly-owned subsidiary, following which all of the shares in the subsidiary company are owned by the parent corporation.
• This package of forms contains:
  • Amalgamation Agreement
  • Statutory Declaration re solvency required under the Alberta Business Corporations Act
  • Corporate resolutions for each of the amalgamating companies
  • Draft Articles of Amalgamation to be attached as a schedule to the resolutions.
• The forms are available in MS Word format.
• Intended to be used only in the Province of Alberta, Canada.

After an amalgamation, the amalgamated Canadian corporation must hold an organizational meeting of directors and shareholders. Use this easy template to prepare the Minutes, which cover:

• election of the directors for the ensuing year,
• appointment of the corporate officers who will perform certain duties for the corporation,
• adopting by-laws for the new corporation,
• issuing shares of stock to the shareholders.

Save yourself time and effort - get the Minutes of Organizational Meeting for an amalgamated corporation in Canada.

Prepare resolutions for a US corporation to authorize a merger with a subsidiary, with these template Corporate Resolutions Approving Merger with Subsidiary.

• The package contains resolutions for both the directors and the shareholders.
• The directors authorize the corporation to proceed with a merger with a wholly owned subsidiary. The corporation will be the surviving corporate entity.
• The shareholders then hold a meeting to pass the resolutions necessary to approve the merger.
• Available as a downloadable MS Word document.
• Intended for use only in the United States.

Amalgamate two Indian companies with this fully editable Scheme of Amalgamation template form, in accordance with the Companies Act 1956.

• On the effective date of the amalgamation, the transferor company transfers all of its business, properties, contracts, investments, intellectual property, licenses, funds, industrial rights, and all other assets and property to the transferee company pursuant to Section 394 of the Act and subject to any existing charge over any of the assets or property.
• All liabilities, debts and obligations of the transferor company will also be transferred to the transferee company as of the same date.
• The transferor company will give notice of the transfer to all parties with an interest in the assets or liabilities being transferred.
• The transferor company will continue to carry on its business until the effective date of the transfer, and all profits accruing or losses incurred by the business will be treated as profits or losses of the transferee company.
• All legal actions by or against the transferor company will be continued and enforced by or against the transferee company.
• All employees of the transferor company as at the effective date will become employees of the transferee company on the same terms and conditions.
• Both companies will make application to the court under Sections 391 and 394 of the Act for sanctioning the Scheme and for dissolution of the transferor company.

Prepare an Amalgamation Agreement between two Manitoba corporations with this easy-to-use template form.

• All transfers of shares in the amalgamated corporation require the consent of the directors.
• Any invitation to the public to subscribe for securities of the Amalgamated Corporation is prohibited.
• Alternate provisions for either canceling the issued and outstanding shares of the amalgamating corporations, or converting them into shares of the amalgamated corporation, whichever is applicable.
• The amalgamating corporations will jointly file any documents required by The Corporations Act (Manitoba).
• The agreement includes a schedule setting out the rights, restrictions and conditions of all share classes of the amalgamated corporation.
• This legal contract template is available as a downloadable, fully editable MS Word file.
• Intended for use only in the Province of Manitoba, Canada.

Merge two existing Australian companies into a new corporate entity under this customisable Australia Merger Agreement.

• Both of the merging companies will transfer their businesses to the new entity, which will issue shares in its capital to the companies' shareholders in exchange for the transfer.
• The merging companies are responsible for obtaining necessary authorisations and approvals to transfer any leases and business contracts to the new company.
• The new company will offer employment to the current employees, and the companies will pay their salary, sick pay, and other amounts due or accrued to the employees up to the date of completion.
• The merging companies grant the new company power of attorney with respect to transferring the businesses.
• The template includes confidentiality and indemnification provisions.
• Intended for use only in Australia.

Record the minutes of the organizational meeting of a new corporation formed by a corporate merger using this downloadable template.

• The minutes of the meeting cover the business which would properly come before an organization meeting, such as:
  • electing directors and appointing officers,
  • adopting the corporation's by-laws,
  • issuing shares of stock.
• These organizational minutes can be used for a post-merger meeting of shareholders and directors anywhere in the United States.
• Available in MS Word format and fully editable.

Merge a North Carolina company with a wholly owned subsidiary under the terms of this Agreement and Plan of Merger.

• After the merger, the subsidiary will cease to exist and the company will continue in existence as the surviving corporation.
• The shares of the subsidiary will be canceled and the shares of the Company will be converted into stock in the surviving corporation.
• The company will not amend its articles or by-laws, reorganize its share capital, redeem or pay dividends on its stock, acquire or dispose of capital assets from the date of the agreement until the effective date of the merger.
• Employees of the company will become employees of the surviving corporation after the merger.

This template Agreement and Plan of Merger is prepared under North Carolina laws. Affordable and easy to use.

Amalgamate two related corporations with this easy-to-use Amalgamation Agreement for Ontario companies.

• The shares of each amalgamating company are to be converted into shares of the new corporate entity formed by the amalgamation.
• Each of the amalgamating companies contributes all of its assets and property to the new company.
• The number of shareholders of the new company will be limited to no more than 50.
• This legal contract template is available as a downloadable, fully editable MS Word file.
• Intended for use only in the Province of Ontario, Canada.

Track the steps required for a Long Form Amalgamation in the Province of Ontario with this ready-made checklist.

• If the amalgamation does not meet the requirements for a short form amalgamation, a long form amalgamation must be done.
• The checklist summarizes all the information, documents and actions that need to be compiled and completed in order to finalize the amalgamation.
• This Ontario Checklist for Long Form Amalgamation is a downloadable and fully editable MS Word template.

Track the steps required for a Short Form Horizontal Amalgamation in the Province of Ontario with this ready-made checklist.

• A short form horizontal amalgamation is an amalgamation of two or more subsidiaries of the same parent company.
• One of the subsidiary's structure will form the basis of the new amalgamated corporation.
• The checklist summarizes the information, documents and actions that need to be taken to complete the amalgamation.
• This checklist template is a downloadable and fully editable MS Word document.
• Intended for use only in the Province of Ontario, Canada.

Keep track of the steps required for a Short Form Vertical Amalgamation in the Province of Ontario with this ready-made checklist.

• A short form vertical amalgamation is an amalgamation of a holding company with one or more of its subsidiaries.
• The holding company's bylaws and articles will form the basis for the new amalgamated corporation.
• No securities will be issued and no assets distributed in connection with the amalgamation.
• The checklist summarizes the information, documents and actions that need to be taken to complete the amalgamation.
• This form is a downloadable and fully editable MS Word template.
• Intended for use only in the Province of Ontario, Canada.

Do a long form amalgamation of two Ontario corporations with this package of corporate documents, which contains:

1. Notice of special meeting of shareholders.
2. Special resolution approving the amalgamation.
3. Statement of Director or Officer as required by the Ontario Business Corporations Act.
4. Organizational resolutions and Minute Book documents for the amalgamated company.

All of the amalgamation forms are contained in one downloadable digital file ready for you to download and use.

Prepare the corporate documents and resolutions required for a short form horizontal amalgamation in Ontario with this package of forms, which contains:

1. Resolutions approving the amalgamation.
2. Statement of Director or Officer as required by the Ontario Business Corporations Act.
3. Organizational resolutions and Minute Book documents for the amalgamated company.

The Ontario Corporate Document Package for Short Form Horizontal Amalgamation is available in MS Word format.

Prepare the corporate documents and resolutions required for a short form vertical amalgamation in Ontario with this package of forms, which contains:

1. Corporate resolutions approving the amalgamation.
2. Statement of Director or Officer as required by the Ontario Business Corporations Act.
3. Organizational resolutions and Minute Book documents for the amalgamated company.

The Ontario Corporate Document Package for Short Form Vertical Amalgamation is available in MS Word format.

Make a takeover bid offer to purchase the securities of a publicly owned Canadian corporation with this customizable template.

• The purchaser reserves the right not to proceed if the offer is not accepted by sufficient security holders to represent a majority of the common shares of the corporation.
• The purchaser is not obligated to proceed if any undisclosed action results in a material change to the corporation.
• The terms of the takeover offer are for cash.
• If the purchaser acquires at least 90% of the outstanding securities, it will use any available statutory right of acquisition to acquire the remainder.
• Alternatively, it will propose an amalgamation or merger of the corporation with one of its affiliates, with the end result being that the corporation would no longer have any publicly held shares or securities convertible into shares.
• This legal form template is available in MS Word format and is fully editable to meet your needs.
• Intended for use only in Canada.

An Offering Circular must be distributed to the shareholders and security holders of any Canadian corporation which is the target of a takeover bid. The Circular contains information required by the shareholders, such as:

• history of the offeror and a description of its business,
• the purpose of the offering and the offeror's plans following the purchase,
• beneficial ownership and trading of the offeror's securities,
• securities subject to the offering,
• effects of the offer on the market for the corporation's securities,
• source of the offeror's funds for the purchase,
• income tax considerations,
• Competition Act legislation,
• statutory rights of offerees.

Download the Canada Takeover Bid Offering Circular in MS Word format.

Draw up a Voting Trust Agreement between a corporation, its shareholders and a trustee pursuant to a take-over bid with this downloadable template for Canadian companies.

• The purpose of the Agreement is to deposit the voting shares of the corporation into trust in connection with a take-over bid to acquire the corporation.
• The shares are being deposited subject to the terms of an escrow agreement and specific securities legislation requirements restricting the exercise of voting rights on the shares.
• The shares will be held by the trustee and released only in accordance with the terms of the Voting Trust Agreement and the consent of the Stock Exchange on which the shares are traded.
• The shareholders agree that while any of their securities remain in trust under the agreement, they will not exercise their voting rights with respect to the shares held in trust.
• This legal contract template is available in MS Word format and is fully editable to meet your needs.
• Governed by Canadian laws and intended for use only in Canada.