Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO, ALBERTA, NEW BRUNSWICK,NEWFOUNDLAND AND LABRADOR,

NOVA SCOTIA, SASKATCHEWAN,AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

WESCAM INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of Ontario, Alberta, New Brunswick, Newfoundland andLabrador, Nova Scotia, Saskatchewan, and Québec (the"Jurisdictions") has received an applicationfrom Wescam Inc., (the "Filer"), an indirectwholly-owned subsidiary of L-3 Communications Corporation ("L-3"),for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemedto have ceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "MRRS"),the Ontario Securities Commission (the "Commission")is the principal regulator for this application;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. Wescam is a corporation incorporated underthe Business Corporations Act (Ontario) (the "OBCA")with its head office and principal place of business in theProvince of Ontario.

2. Prior to the completion of the Take-OverBid (as hereinafter defined), Wescam was a reporting issueror had an equivalent status in each of the provinces of Canadaand its common shares (the "Common Shares")were listed on the Toronto Stock Exchange (the "TSX")under the symbol "WSC".

3. Wescam's authorized capital consists ofan unlimited number of Common Shares, of which 20,577,953Common Shares are issued and outstanding on the date hereof,all of which are owned by a wholly-owned subsidiary of L-3.

4. Other than the Common Shares, Wescam hasno securities, including debt securities or options, outstanding.Wescam is not in default of its reporting issuer obligationsin any jurisdiction in Canada in which it is a reporting issueror equivalent and Wescam does not intend to seek public financingby way of an offering of its securities.

5. L-3 is a U.S. reporting company incorporatedpursuant to the laws of the State of Delaware.

6. On October 16, 2002, pursuant to a supportagreement entered into by and between the Filer, L-3 and L-3Canada Acquisition Inc. ("L-3 Canada") onSeptember 17, 2002, L-3 Canada offered to acquire all of theoutstanding Common Shares for a cash price of $9.50 per shareby means of a take-over bid circular (the "Take-OverBid").

7. The Take-Over Bid was extended at the originalexpiry time of 12:01 a.m. (Toronto time) on November 21, 2002until 12:01 a.m. (Toronto time) on December 4, 2002. By December4, 2002, 19,944,650 Common Shares had been deposited to theTake-Over Bid, as extended, and taken up by L-3 Canada, representingapproximately 96.9% of the issued and outstanding Common Shares.

8. On December 5, 2002 a notice was sent toall remaining shareholders under the compulsory acquisitionprovisions of the OBCA. Through the compulsory acquisitionprocedures of the OBCA, all of the remaining Common Shareswere acquired by L-3 Canada by no later than January 4, 2003,thereby making Wescam an indirect wholly-owned subsidiaryof L-3.

9. On December 27, 2002, the Common Shareswere delisted from the TSX. No other securities of Wescamare listed or quoted on any stock exchange or quotation system.

10. Neither L-3 nor L-3 Canada is currentlya reporting issuer, or the equivalent thereof, in any of theJurisdictions, and none of these entities has any intentionof becoming one.

AND WHEREAS, under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that Wescam is deemed to have ceased to bea reporting issuer under the Legislation.

January 23, 2003.

"Iva Vranic"