Exchangeable Shares in United Arab Emirates-Canada Cross-Border Acquisitions
Securities and Mergers & Acquisitions Bulletin by Gary S. Fogler
November 2005
Cross-border acquisitions of Canadian companies by U.S., U.K. and many other foreign buyers has expanded greatly over the last 20 years. While much of this cross-border investment has been by way of cash acquisitions, in many cases exchangeable share transactions have been utilized enabling the acquirer to invest in Canadian companies using share rather than cash consideration. This article examines the reasons why the use of exchangeable shares has become popular, describes the basic structure of an exchangeable share transaction and addresses the principal corporate, tax and securities issues which arise in connection with the transaction.
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