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PRESS RELEASE/INVESTOR ALERT
September 27, 1999
MINI-TENDER OFFERS -
WATCH OUT FOR MINI-TENDER OFFERS BELOW MARKET PRICE!
If someone offered to buy your securities at less than market price, would you sell them? Of course not! But this is exactly what is happening to investors who do not check out the prices offered in what are called "mini-tender offers". This new phenomenon has attracted the attention of the Canadian Securities Administrators (the "CSA"), which has concerns about this practice.
Over the last few months, there have been a number of mini-tender offers in Canada for various inter-listed Canadian and American securities. Such offers, which by definition involve small blocks of shares, are currently coming from companies located in the United States (and more recently from a Canadian company) that specialize in this type of operation. They acquire securities at low prices, i.e. below their current market price, in order to sell them quickly on the open market at a higher price and make a profit.
Such offers do not have to be filed with securities regulators in the jurisdictions where they are launched because they are carefully limited to a very small percentage of the shares of the target company in circulation. They thereby avoid regulatory requirements for filing and distributing investor disclosure documents. Under Canadian securities regulation, tenders of this type are not generally subject to the provisions governing public take-over bids because the offeror neither takes nor increases its interest to more than 20% of a class of securities. In other words, a public take-over bid must seek at least 20% of a company's shares in circulation before information documents must be filed with the Canadian securities commissions and sent to shareholders.
The CSA recommends that shareholders solicited by mini-tender offers be cautious. Before tendering your shares in response to a mini-tender offer, consider several points. Here are some:
- Determine the market price for your securities. For shares, you can easily get this information in the daily newspapers, on-line, or from your broker or financial adviser. For other securities, such as bonds, you should talk to your broker or adviser, because these prices are harder to find.
- Consult your broker or financial adviser. Make sure that you have understood the terms of the mini-tender offer before tendering your shares. Don't hesitate to ask for more written information.
- If you do want to sell your securities, determine where you can get your best price. Check all of the alternatives for selling your securities, such as through your broker. The financial markets may be volatile but it may not be reasonable to accept a price as much as 20 to 30% below the market.
- Don't be influenced by a sense of urgency, even if the offer contains a tender date that doesn't leave you much time to decide, which is often the case.
- Remember that once you agree to a mini-tender offer, you are locked in. The difference between mini-tenders and other take-over bids is that you cannot generally change your mind after you have tendered your shares to the offeror.
The CSA is currently examining the phenomenon of mini-tenders to assess the appropriate regulatory response to this practice. In the interim, the CSA recommends that solicited shareholders read everything sent to them carefully and, in case of doubt, contact your broker, financial adviser or the securities commission in your province.
The CSA, comprised of the thirteen provincial and territorial securities regulatory authorities, administer the Canadian Regulatory System to protect investors and provide Canada with an efficient and effective securities market.
CONTACTS:
| David Sheridan |
Michael Bernard |
| Legal Counsel |
Communications Manager |
| Alberta Securities Commission |
B.C. Securities Commission |
| (403) 297-2630 |
(604) 899-6524 |
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| Frank Switzer |
J. William Slattery |
| Manager, Corporate Relations |
Deputy Director, Corporate Finance and Administration |
| Ontario Securities Commission |
Nova Scotia Securities Commission |
| 416) 593-8120 |
(902) 424-7355 |
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| Anthony Patey |
Barbara Shourounis |
| Director of Securities |
Executive Director |
| Province of Newfoundland |
Saskatchewan Securities Commission |
| (709) 729-4189 |
(306) 787-5842 |
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| Denis Dubé |
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| Chef du service des relations publiques |
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| Commission des valeurs mobilières du Québec |
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| (514) 940-2163 |
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