Dickenson is also seeking a determination that the pre-bid integration rule under the Ontario Securities Act requires Corona to make an offer for all of the A shares, based upon the purchase by Corona of all the shares of a single holder of A shares prior to the announcement of the offer.
In the alternative, Dickenson has requested the OSC issue an order that Corona cease trading in Dickenson shares, and any cease-trading order be extended to Kam-Kotia stock.
Also, Kam-Kotia, in an application to the OSC, points out Corona may have violated the early warning disclosure requirements of the Act through certain market acquisitions before making an unsolicited bid for the common shares of Kam-Kotia. Kam-Kotia requests the OSC consider issuing a cease- trading order with respect to the offer.
The Act requires anyone purchasing more than 10% of the shares of a public company, either alone or jointly or in concert with others, to issue a press release and file a report with the OSC. Kam-Kotia says Corona’s takeover bid circular indicates large numbers of shares of Kam-Kotia were purchased in December, 1988, by DCC Equities (a partially-owned subsidiary of Dynamic Capital Corp., of which Corona Chairman Ned Goodman is an officer) and Corona.
If these companies were acting jointly or in concert (the circular discloses payment of a financial advisory fee to be paid by Corona to Dynamic Capital), Corona would have been required to issue a release Dec 13, 1988, and file a report with the OSC within two business days, Kam-Kotia says. But to its knowledge, Kam-Kotia says such a filing was not made until Feb 1, 1989.
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