Simon Weintraub Yigal Arnon Israeli Company Ipo In Canada
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Simon Weintraub Yigal Arnon Israeli Company Ipo In Canada

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Raising capital in Canada, Listing on the Toronto Stock Exchange

Raising capital in Canada, Listing on the Toronto Stock Exchange
Wednesday, February 10, 2010

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Simon Weintraub Yigal Arnon Israeli Company Ipo In Canada Presentation Transcript

  • 1. Raising Capital in Canada February 10, 2010
  • 2. Raising Capital in Canada February 10, 2010 Methods of going Public in Canada: An Israeli Law Perspective
  • 3. Introduction Yigal Arnon & Co. - One of the largest/most dynamic law firms in Israel. - 110 lawyers including 39 partners. - For over 50 years: Providing legal services to a variety of clients (Fortune 500 companies, emerging growth companies, investor groups and individuals). February 10, 2010
  • 4. Introduction Yigal Arnon & Co. - Full service firm in numerous industries including information technology, biotechnology, banking, real estate, telecommunications, insurance, energy and automotive. - Represent numerous publicly traded companies on exchanges around the world, including NYSE, Nasdaq, London, AIM, Frankfurt, etc. February 10, 2010
  • 5. Introduction Simon Weintraub, Adv. - Partner in the Tel-Aviv international corporate department, originally from Toronto. - Practice Areas: corporate representation to privately held companies, emerging growth companies in all stages of business and publicly traded companies including large multinational corporations. - Experience representing Israeli Companies on NASDAQ. February 10, 2010
  • 6. Introduction Simon Weintraub, Adv. - Industries of expertise include technology, biotech, banking, international real estate and medical devices. - Areas of expertise include corporate finance, venture capital financing, M&A, public offerings, joint ventures and secured lending. Contact Info Tel: +972-3-6087864 Email: simonw@arnon.co.il February 10, 2010
  • 7. Three Possible Ways to Structure Going Public on TSX/TSE 1) The Share Swap CPC – Incorporated (not necessarily in Canada) and offered on the TSX or TSE under more lenient offering rules. Shares Shares ISRAEL CANADA CO. CO. CPC ASSETS February 10, 2010
  • 8. Three Possible Ways to Structure Going Public on TSX/TSE 1) The Share Swap Shares CanCo. Shares Shares IsraCo. Shares ISRAEL CANADA CO. CO. CPC ASSETS February 10, 2010
  • 9. Three Possible Ways to Structure Going Public on TSX/TSE 1) The Share Swap Israeli Company stays private Shares Shares company under Israeli law. IsraCo. Shares ISRAEL Shares CANADA CO. CO. CPC ASSETS February 10, 2010
  • 10. Shares Three Possible Ways to Structure 2) The Reverse Going Public on TSX/TSE Triangular Merger CANADA CO. CPC NewCo. – CPC subsidiary incorporated in jurisdiction of target Shares company. ISRAEL NewCo. CO. ASSETS February 10, 2010
  • 11. Shares Three Possible Ways to Structure 2) The Reverse Going Public on TSX/TSE Triangular Merger Shares CANADA CO. CPC Shares ISRAEL Amalgamation NewCo. CO. ASSETS February 10, 2010
  • 12. Shares Three Possible Ways to Structure 2) The Reverse Going Public on TSX/TSE Triangular Merger Shares CANADA CO.CPC IsraCo. Shares ISRAEL CO. ASSETS February 10, 2010
  • 13. Three Possible Ways to Structure Going Public on TSX/TSE 3) IPO Shares ISRAEL Toronto Stock CO. Exchange ASSETS February 10, 2010
  • 14. Three Possible Ways to Structure Going Public on TSX/TSE 3) IPO Public Public Shares Float IsraCo Shares ISRAEL Application Toronto Stock CO. Exchange ASSETS February 10, 2010
  • 15. 1) Share Swap Three Possible Ways to Structure 2) Reverse Triangular Merger Going Public on TSX/TSE 3) IPO Some Notes… Israeli company not Models 1 & 2 “public company” under common approach Israeli law ** Israeli companies law & sec laws apply Public company regulations will not. “Public Company” – a company the shares of which are registered for trade in a stock exchange, or were offered to the public in a prospectus as defined in the Israeli Securities Law, or were offered to the public outside of Israel based on a public offering document required by law outside of Israel, and are held by the public.” ** Unless original CPC is Israeli February 10, 2010
  • 16. The Share Swap The Israeli Perspective • Structure: share exchange agreement + ancillary documents. • Review Israeli target’s Articles of Association thoroughly! Check for rights limiting the transaction (veto, ROFR, bring along). • No bring along in AOA IsraCo subject to statutory bring along provisions! New law = 80% Old law = 90%!!! • Note: Class votes… February 10, 2010
  • 17. The Reverse Triangular Merger The Israeli Perspective Depends How It’s Done Regular (Sec. 320) Court (Sec. 350) • BOD Approval • Petition to court for order to • Merger proposal: send notice thereof to call a general meeting. creditors who can petition the court to delay • Majority in actual number, or prevent the merger. and 75% in interest, of those • New law – majority approval of present. shareholders present and voting • Class votes… • Old law – 75% in interest of those present and voting • File second petition for • Class votes… approval of merger. • Certificate of Merger - Wait 30 days after shareholder meeting (or 50 days after sending info statement – the latter). February 10, 2010
  • 18. The IPO The Israeli Perspective Israeli Securities Law - 1968 Section 15 • An offer to the public cannot be made unless under a prospectus, approved by the ISA. • A sale to the public cannot be made unless under a prospectus, approved by the ISA. Section 15A • Private placements to 35 or less investors in a 12 month period is excluded. Section 35(31) • Special reporting requirements for an Israeli company traded in a jurisdiction outside of Israel and listed in the Law (e.g. Nasdaq & NYSE), i.e. dual listing. February 10, 2010
  • 19. The IPO The Israeli Perspective Corporate Requirements of Israeli Public Company New External AOA Directors Audit Special Committee requirements for approval of interested party transactions February 10, 2010
  • 20. To sum… February 10, 2010