Deals with mounds of paperwork

Regulator, shareholder approval regime

Dealmaking is a process — very long at times — but with the right amount of patience and determination, deals ultimately get done.

The challenge for all parties is the amount of paperwork that is required to be filed with the regulators. It’s a safe bet that most shareholders won’t read all — or even a fraction of it.

How much paperwork? In one case, a recently announced qualifying transaction for a capital pool company, 199 pages of material in the so-called filing statement has been presented. In another case, three proposed acquisitions by a special purpose acquisition company (SPAC), investors have to contend with a 576-page preliminary prospectus.

But those filings are mandated — all part of the way that transactions proceed through the necessary regulatory and shareholder approval regime. For lawyers the paperwork is a boon.

The first transaction involves Acasta Enterprises Inc., which 10 days back announced a proposal to acquire three private companies — one of which is based in Ireland — and the launch of a new private-equity firm. Acasta, which raised $402.5 million last year in its initial public offering, is a SPAC.

The day after that announcement Acasta, which assessed the enterprise value of its three acquisitions at $1.2 billion, filed about 1,000 pages of documentation on public database SEDAR.

Acasta has set a deadline of early January 2017 for the transaction to be completed. Before that date it is required to hold a shareholder meeting that will decide whether the three transactions will proceed. As part of that process, shareholders are also required to decide whether they will remain a shareholder of the “new” Acasta or whether they will take the cash value of their investment.

The second is the transaction between Quinsam Opportunities 1 Inc., a capital pool company that was formed by the publicly listed merchant bank Quinsam Capital Inc. last year and privately held Vitalhub Corp.

This transaction, which represents the so-called qualifying transaction for Quinsam Opportunities, was announced last July. Back then, plans called for Quinsam to acquire all the shares of Vitalhub, a company that offers “a mobile application that provides medical professionals with comprehensive, relevant patient information at the point of care on a wide range of mobile devices.” At the time, plans called for a brokered financing by Vitalhub, founded in 2010, of up to $1 million and a nonbrokered financing.

Since then the proposal has been upgraded to a definitive agreement between the parties. Recently the TSX Venture Exchange gave its conditional approval to list the shares of the resulting company, Vitalhub Corp.

So what’s next? As with such transactions, the financings and the final exchange approval are set to occur on the same day. When that happens, one of the country’s few health-care IT companies will have been created.

There have been delays along the way: In July, the talk was that the transaction would be completed by the end of September, or about three months after it was announced. Now all the parties are aiming to have it completed by the end of the month.

ONE DEAL FOR THREE PROPOSED ACQUISITIONS REQUIRES A 576-PAGE PRELIMINARY PROSPECTUS.