Raising Capital in Canada
    February 10, 2010
Raising Capital in Canada
    February 10, 2010




         Methods of going Public in
         Canada: An Israeli Law
  ...
Introduction


 Yigal Arnon & Co.
 - One of the largest/most dynamic law firms in Israel.
 - 110 lawyers including 39 part...
Introduction


 Yigal Arnon & Co.
 - Full service firm in numerous industries including
 information technology, biotechno...
Introduction


 Simon Weintraub, Adv.
 - Partner in the Tel-Aviv international corporate
 department, originally from Toro...
Introduction


 Simon Weintraub, Adv.
 - Industries of expertise include technology, biotech,
 banking, international real...
Three Possible Ways to Structure
Going Public on TSX/TSE               1) The Share Swap



                              ...
Three Possible Ways to Structure
Going Public on TSX/TSE            1) The Share Swap




                                ...
Three Possible Ways to Structure
Going Public on TSX/TSE              1) The Share Swap




   Israeli Company
     stays ...
Shares
Three Possible Ways to Structure   2) The Reverse
Going Public on TSX/TSE            Triangular Merger



         ...
Shares
Three Possible Ways to Structure   2) The Reverse
Going Public on TSX/TSE            Triangular Merger



         ...
Shares
Three Possible Ways to Structure   2) The Reverse
Going Public on TSX/TSE            Triangular Merger



         ...
Three Possible Ways to Structure
Going Public on TSX/TSE            3) IPO




            Shares



            ISRAEL   ...
Three Possible Ways to Structure
Going Public on TSX/TSE            3) IPO




                                           ...
1) Share Swap
Three Possible Ways to Structure          2) Reverse Triangular Merger
Going Public on TSX/TSE
             ...
The Share Swap
The Israeli Perspective

                           • Structure: share exchange agreement + ancillary
     ...
The Reverse Triangular
                          Merger
The Israeli Perspective
                                          ...
The IPO
The Israeli Perspective

                           Israeli Securities Law - 1968
                            Sect...
The IPO
The Israeli Perspective

                           Corporate Requirements of Israeli Public Company


           ...
To sum…




          February 10, 2010
Upcoming SlideShare
Loading in...5
×

Simon weintraub yigal arnon-israeli company ipo in canada

313

Published on

0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total Views
313
On Slideshare
0
From Embeds
0
Number of Embeds
0
Actions
Shares
0
Downloads
0
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

Simon weintraub yigal arnon-israeli company ipo in canada

  1. 1. Raising Capital in Canada February 10, 2010
  2. 2. Raising Capital in Canada February 10, 2010 Methods of going Public in Canada: An Israeli Law Perspective
  3. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 13. Three Possible Ways to Structure Going Public on TSX/TSE 3) IPO Shares ISRAEL Toronto Stock CO. Exchange ASSETS February 10, 2010
  14. 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. 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. 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. 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. 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. 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. 20. To sum… February 10, 2010

×