This resource has been prepared by Nicholas dePencier Wright of Wright Business Law for educational purposes. This information is current as of the date of writing and does not constitute legal advice, which should be obtained prior to relying on anything herein.
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Going Public in Canada with a Capital Pool Company
Going public in Canada can be a strategic step for companies seeking access to capital and increased visibility in the marketplace. For smaller companies using a reverse takeover (RTO) of a Capital Pool Company (CPC) on the TSX Venture Exchange (TSX-V) is an efficient and accessible route to achieve this. This article will walk you through how the process works, the advantages, and the essential steps involved.
- Understanding the TSX Venture Exchange (TSX-V) and CPC Program
The TSX Venture Exchange (TSX-V) is Canada’s premier public venture marketplace, providing emerging companies with a public listing platform. Capital Pool Companies (CPCs) are unique to Canada and offer a simplified way to bring a business to the public.
CPCs are shell companies with no assets other than cash, created with the sole purpose of acquiring a private operating business. When a private company merges with or takes over a CPC, it can effectively go public without a traditional IPO, which can be time-consuming and costly.
- Benefits of a Reverse Takeover via a CPC
A reverse takeover (RTO) of a CPC has multiple benefits for private companies looking to go public:
Cost-Effective: Traditional IPOs require significant expenses on legal, accounting, and underwriting fees. RTOs through CPCs provide a less costly alternative.
Quicker Access to Public Markets: Since CPCs are already listed on the TSX-V, an RTO typically allows a private company to go public faster than it would through an IPO.
Lower Risk of Market Fluctuations: Going public via an RTO offers more control over the timing, helping companies avoid unfavorable market conditions that might affect an IPO.
Access to Capital: Being publicly listed enhances a company’s ability to raise funds and access larger pools of investment capital.
- Key Steps to Going Public with a Reverse Takeover of a CPC
To go public on the TSX-V via a reverse takeover of a CPC, follow these key steps:
Step 1: Find a Suitable CPC
A private company must first find a suitable Capital Pool Company listed on the TSX-V. CPCs are typically created by experienced industry professionals or investors and are listed publicly with capital specifically designated for an acquisition.
Due diligence is crucial. Factors to consider when selecting a CPC include the background of the CPC founders, the capital available, and the terms of the potential acquisition.
Step 2: Negotiate and Enter into a Letter of Intent (LOI)
Once a CPC is identified, the private company and the CPC negotiate terms of the potential transaction. A Letter of Intent (LOI) outlines the primary terms and conditions of the reverse takeover. This document is non-binding but serves as a framework for moving forward.
The LOI generally includes:
• Transaction Structure: Details on how the shares will be exchanged or merged.
• Financial Terms: An outline of the purchase price and financing if required.
• Timeline: A proposed timeline for completing the RTO.
Step 3: Due Diligence and Regulatory Filings
Both parties conduct thorough due diligence to assess any risks, obligations, or outstanding issues. This process involves a review of financials, legal standing, and operational matters.
At the same time, regulatory filings must be submitted to the Ontario Securities Commission (OSC) and TSX-V for approval. The TSX-V will review the transaction to ensure it meets their requirements, including the minimum listing requirements such as:
• Shareholder Equity: Minimum equity requirements.
• Share Price: Typically, the price for any shares offered must meet minimum TSX-V thresholds.
Step 4: Draft the Filing Statement and Shareholder Approval
A Filing Statement is a critical document that includes detailed information about the private company, the CPC, and the proposed transaction. It is similar to a prospectus in that it provides investors with comprehensive information about the combined entity.
Shareholders of the CPC typically need to approve the transaction. Once shareholder approval is secured and all regulatory requirements are met, the transaction can proceed to close.
Step 5: Complete the Reverse Takeover and Begin Trading
After final approvals from the TSX-V, the transaction closes, and the private company merges with or takes over the CPC. The combined company will start trading publicly on the TSX-V under a new ticker symbol.
- Post-Listing Compliance and Governance
Once listed, the company is subject to ongoing compliance requirements on the TSX-V. These include filing quarterly and annual financial statements, disclosing material changes, and adhering to corporate governance standards. It is essential for companies to establish robust governance practices to manage these responsibilities effectively.
- Conclusion
Going public through a reverse takeover of a Capital Pool Company on the TSX-V is a viable route for companies to access public capital markets. This pathway offers cost efficiency, speed, and reduced market timing risk compared to a traditional IPO. While there are regulatory requirements and due diligence steps to complete, companies that take this route gain visibility and access to investors that can significantly propel growth.
For companies ready to make the leap, partnering with experienced financial advisors, legal counsel, and capital markets professionals is key to navigating the complexities of an RTO smoothly and successfully.
By leveraging the CPC program and the TSX-V’s support for emerging companies, Ontario businesses can join Canada’s public markets and unlock the next level of their growth journey.