Exemption Orders (Discretionary)
EICON TECHNOLOGY CORPORATION
2001 BCSECCOM 51
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Reporting issuer in the midst of a going private transaction granted relief from the requirement to send certain financial statements to its shareholders, subject to certain conditions.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418 s. 91(1)(b)
Securities Rules, B.C. Reg. 194/97, ss. 145, 149
IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC, BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN ONTARIO, NOVA SCOTIA PRINCE EDWARD ISLAND AND NEWFOUNDLAND
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF THE APPLICATION OF EICON TECHNOLOGY CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Québec, British Columbia, Alberta, Saskatchewan, Ontario, Nova Scotia, Price Edward Island and Newfoundland (the "Jurisdictions") has received an application from the Eicon Technology Corporation ("Eicon" or the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislation to send to the registered holders of Filer's securities, its financial statements for the first quarter ended September 30, 2000, its audited annual consolidated financial statements for Filer's fiscal year ended June 30, 2000, as well as, its Annual Report, where applicable, and to prepare and to file with the securities regulatory authorities its Annual Information Form, where applicable, for such financial year, shall not apply to the Filer. For ease of reference, the financial statements for the first quarter ended September 30, 2000, the audited consolidated financial statements for the year ended June 30, 2000, and the Annual Report containing Management's Discussion and Analysis are herein collectively referred to as the "Documents";
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Commission des valeurs mobilières du Québec is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. The Filer is a corporation constituted under the Canada Business Corporations Act on October 12, 1984 and has its head office in Montreal and several subsidiaries located mainly in Europe and North America. Eicon develops, markets and supports hardware and software products for connecting network-servers and desktop and notebook PCs to corporate networks, host computers and the Internet;
2. The Filer is a reporting issuer in each of the Jurisdictions and is not in default of any of the requirements under the Legislation;
3. The Filer's fiscal year end is June 30;
4. The common shares of the Filer are listed and posted for trading on the Toronto Stock Exchange;
5. On September 28, 2000, i-data international a-s ("i-data") announced that it had entered into negotiations with the two major shareholders of Eicon relating to i-data's intention to make an Offer through a subsidiary to purchase all of the outstanding Common Shares of the Filer (the "Common Shares"), including the Common Shares issuable on the exercise of options to purchase Common Shares. The Offer price was to be Cdn$5.00 cash per Common Share;
6. The cash Offer at Cdn$5.00 per Common Share was made in accordance with Part IV of the Act and was mailed to the Eicon shareholders on October 26, 2000;
7. On November 8, 2000, i-data announced that the Offer was successful, with 32,739,760 Common Shares having been tendered, taken up and paid by the Offeror representing approximately 96,4% of the Common Shares.
8. The Offer was made to purchase all of the Common Shares and, accordingly, i-data intends to acquire all of the remaining Common Shares which were not tendered to the Offer pursuant to the compulsory acquisition provisions of the Canada Business Corporations Act. A notice of compulsory acquisition has been sent on November 14, 2000 by i-data to the remaining shareholders to take possession of their shares. It is expected that Eicon will become a 100% wholly-owned subsidiary of i-data.
9. i-data will be deemed to have acquired all the remaining Common Shares on December 14, 2000 (being the thirthieth day after mailing the notice of compulsory acquisition).
10. Eicon has filed its audited consolidated financial statements for its fiscal period ended June 30, 2000 and the auditors' report thereon as well as its Annual Report which contains Management's Discussion and Analysis through the SEDAR system and shall file its financial statements for the first quarter ended September 30, 2000, on or before November 29, 2000.
11. Absent the issuance of this decision, the Filer would be required to send to the remaining shareholders the Documents and to prepare and file the Annual Information Form for such financial year;
12. Assuming the completion of the compulsory acquisition, the issuance of this decision will allow the Filer to apply for order deeming it to have ceased to be a reporting issuer in each of the Jurisdictions.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
The Decision of the Decision Makers under the Legislation is that Eicon shall be exempted from its obligation to forward the Documents to the registered holders of its securities and from its obligation to prepare and file, where applicable, its Annual Information Form with the securities regulatory authorities provided that the Documents have been filed in electronic form through the SEDAR system on or before the applicable statutory filing delay.
DATED at Montréal, Québec this 28th day of November, 2000.
Jean-François Bernier
Directeur des marchés des capitaux