CSA Canadian Securities Administrators

For Immediate Release                                            
September 11, 2014

Canadian securities regulators move forward with harmonized regulatory approach for take-over bids in Canada

Toronto - The Canadian Securities Administrators (CSA) today published CSA Notice 62-306 Update on Proposed National Instrument 62-105 Security Holder Rights Plans and the Autorité des marchés financiers (AMF) Consultation Paper An Alternative Approach to Securities Regulators’ Intervention in Defensive Tactics.

The two defensive tactics policy proposals by the CSA and the AMF related to National Policy 62-202 Defensive Tactics and were aimed at addressing concerns raised with the defensive tactics currently available to boards of directors of target issuers facing unsolicited or “hostile” take-over bids. 

Following a review of the comments on both proposals and further reflection and analysis, the CSA have determined to develop a new harmonized regulatory proposal based on amendments to the current take-over bid regime (Proposed Bid Amendments). 

“We have worked to develop a harmonized take-over bid regime for all Canadian jurisdictions and have been successful in achieving national agreement,” said Bill Rice, Chair of the CSA and Chair and CEO of the Alberta Securities Commission.  “The proposed amendments are designed to provide target boards with additional time to respond to hostile bids while reserving for shareholders the ability to make voluntary, informed and co-ordinated tender decisions.”   

Specifically, the Proposed Bid Amendments would require that all non-exempt take-over bids:

Subject to receipt of necessary approvals, the CSA intend to publish complete details of the Proposed Bid Amendments for comment during the first quarter of 2015. The proposal would involve amendments to the take-over bid regime contained in Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (for jurisdictions other than Ontario), Part XX of the Securities Act (Ontario) and Ontario Securities Commission Rule 62-504 Take-Over Bids and Issuer Bids (for Ontario).

The CSA Notice published today can be found on CSA members’ websites.

The CSA, the council of the securities regulators of Canada’s provinces and territories, coordinate and harmonize regulation for the Canadian capital markets.

-30 –

For more information:

Carolyn Shaw-Rimmington
Ontario Securities Commission

Mark Dickey
Alberta Securities Commission

Richard Gilhooley
British Columbia Securities Commission

Sylvain Théberge
Autorité des marchés financiers



Kevan Hannah
Manitoba Securities Commission

Andrew Nicholson
Financial and Consumer Services
Commission, New Brunswick

Tanya Wiltshire
Nova Scotia Securities Commission

Janice Callbeck
Office of the Superintendant of Securities

Don Boyles
Office of the Superintendent of Securities
Newfoundland and Labrador

Rhonda Horte
Office of the Yukon Superintendent of

Louis Arki
Nunavut Securities Office

Gary MacDougall
Northwest Territories
Securities Office

Denny Huyghebaert
Financial and Consumer Affairs
Authority of Saskatchewan