National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- issuer in default of securities legislation -- relief granted.
Applicable Legislative Provisions
Securities Act (Ontario), ss. 1(10)(a)(ii).
December 14, 2018
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF XPLORE TECHNOLOGIES CORP. (the Filer)
The principal regulator in the Jurisdiction (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that section 4C.5(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the laws of Delaware, with its head office in Austin, Texas.
2. The Filer is a reporting issuer in each of the provinces of Canada (collectively, the Reporting Jurisdictions) and it is applying for the Order Sought in each Reporting Jurisdiction.
3. On July 5, 2018, Zebra Technologies Corporation (Zebra) and the Filer announced that they had entered into an agreement pursuant to which Zebra would acquire all outstanding common stock of the Filer for U.S.$6.00 per share in cash (the Acquisition) through its wholly owned subsidiary, Wolfdancer Acquisition Corp. (the Purchaser). Under the terms of the agreement, Zebra effected the Acquisition via a tender offer that was completed in accordance with U.S. securities laws (the Tender Offer). On August 14, 2018, Zebra and the Purchaser accepted for payment all shares validly tendered in the Tender Offer.
4. Following completion of the Tender Offer, Zebra completed the Acquisition through the merger of the Purchaser with and into the Filer, pursuant to which remaining Filer stockholders received the same cash price per share as paid in the Tender Offer. The Filer survived the merger as a wholly owned subsidiary of Zebra.
5. Following completion of the Acquisition, the Filer does have not have any securities outstanding other than the common stock held by Zebra. The outstanding securities of the Filer are beneficially owned directly by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
6. Prior to completion of the Acquisition, the Filer was an "SEC foreign issuer" for purposes of National Instrument 71-102 -- Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, allowing it to satisfy continuous disclosure obligations under Canadian securities laws by filing the documents it filed with the U.S. Securities and Exchange Commission with the securities regulators in the Reporting Jurisdictions.
7. Following closing of the Acquisition, the Filer's common stock was delisted from the Nasdaq Capital Market, and the Filer terminated its registration under the U.S. Securities Exchange Act of 1934.
8. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets.
9. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
10. The Filer is applying for a decision that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
11. The Filer has no current intention to seek public financing by way of an offering of its securities in Canada.
12. The Filer is not in default of securities legislation in any Reporting Jurisdiction, other than: (i) the obligation of the Filer to file its interim financial statements for the interim periods ended June 30, 2018 and September 30, 2018 and associated management's discussion and analysis, as well as certification of the foregoing filings, as the filing deadline for such financial statements, management's discussion and analysis and certifications occurred after the Acquisition closed; and (ii) the filing of the Filer's current reports on Form 8-K and its proxy circular materials for periods subsequent to 2015 (collectively, the Filings).
13. The Filer is not eligible to use the simplified procedure under National Policy 11-206 -- Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it is in default for failure to file the Filings.
14. The Filer is not eligible to use the modified procedure under NP 11-206 because following the closing of the Acquisition, the Filer no longer files continuous disclosure reports under U.S. securities laws and is no longer listed on a U.S. exchange.
15. Upon granting of the Order Sought, the Filer will no longer be a reporting issuer in any jurisdiction in Canada.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.