"KWG will not be voting for the merger only spq will have a vote. The trem merger is not quite the word I would use to describe what is going to happen. Kwg in essence is buying SPQ, hence no vote is needed by KWG shareholders. The only vote KWG will have is for the Shareholders rights program and that only needs a 50% +1 vote."
You are right, rallard, because it is a 3-cornered amalgamation merger, ie, Spider (a Canada corp) will merge with a wholly-held Canada corp subsidiary of KWG and not with KWG itself (a Québec corp). It's not the CBC Act that will apply to KWG but the Québec Companies Act. The 66 2/3 % will apply to Spider and to the w-h subsidiary. I didn't realized that before...
And rallard, what we have here is an amalgamation and not a buy-out, the reason they use this complex scheme is because KWG cannot legally merge with a non-Québec corporation at this time. There is a newly adopted Companies Act that will be in force shortly (Fall of this year probably) that will allow this direct inter-jurisdictional amalgamations, but now, the "3-cornered" procedure we have now is the only way to effect a merger between KWG and Spider. Spider shareholders will be issued shares of KWG which will hold 100% of the amalgamated corproation (around 50%). So it's not a take-over by KWG.
And, yes, I agree that this way of doing things may serve KWG well at this time... But they cannot be accused to get round something...
GLTA.
BaBe.
