Check out the bolded area........ lol.
(COMTEX) B: ONTARIO SECURITIES COMMISSION - OSC re Siebel and Janna E
B: ONTARIO SECURITIES COMMISSION - OSC re Siebel and Janna Exemptive Relief
Applications
IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO, BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, QUEBEC, NEW BRUNSWICK, PRINCE EDWARD ISLAND, NOVA SCOTIA,
NEWFOUNDLAND, THE YUKON TERRITORY, THE NORTHWEST TERRITORIES AND THE NUNAVUT
TERRITORY AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE
RELIEF APPLICATIONS AND IN THE MATTER OF SIEBEL SYSTEMS, INC., SIEBEL JANNA
ARRANGEMENT, INC., JANNA NOVA SCOTIA SUB COMPANY AND JANNA SYSTEMS INC. MRRS
DECISION DOCUMENT
Toronto, Ontario, Dec. 07, 2000 (Market News Publishing via COMTEX) -- WHEREAS
the local securities regulatory authority or regulator (the "Decision Maker") in
each of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New
Brunswick, Prince Edward Island, Nova Scotia, Newfoundland, the Yukon Territory,
the Northwest Territories and Nunavut (collectively, the "Jurisdictions") has
received an application from Siebel Systems, Inc. ("Siebel"), 2000066 Ontario
Inc. (subsequently renamed "Siebel Janna Arrangement, Inc." and hereinafter
referred to as "ExchangeCo") and 3045856 Nova Scotia Company (subsequently
renamed "Janna Nova Scotia Sub Company" and hereinafter referred to as "Nova
Scotia Co") (collectively, the "Filer") for a decision pursuant to the
securities legislation of the Jurisdictions (the "Legislation") that:
a. the trades of securities involved in connection with the proposed acquisition
(the "Transaction") by Siebel of Janna Systems Inc. ("Janna") to be effected by
way of an Arrangement (defined below) shall be exempt from the registration and
prospectus requirements of the Legislation;
b. ExchangeCo be exempt from the requirements of the Legislation to issue a
press release and report material changes, to file with the Decision Makers and
deliver to shareholders interim financial statements, audited annual comparative
financial statements and an annual report, where applicable, and information
circulars (or to make an annual filing in lieu thereof) and annual information
forms (including management's discussion and analysis of the financial condition
and results of operation of ExchangeCo); and
c. each "insider" (as such term is defined in the Legislation) of ExchangeCo be
exempt from the insider reporting requirements of the Legislation.
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief
Applications (the "System"), the Ontario Securities Commission is the principal
regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that: 1. Siebel,
Janna, ExchangeCo and Nova Scotia Co have entered into an arrangement agreement
dated September 11, 2000 (the "Arrangement Agreement") providing for the
Transaction to be effected by way of an arrangement (the "Arrangement") under
section 182 of the Business Corporations Act (Ontario) ("OBCA") involving Janna,
holders of common shares of Janna ("Janna Common Shares"), holders of options to
acquire Janna Common Shares ("Janna Options"), holders of warrants to acquire
common shares of Janna ("Janna Warrants"), if any, ExchangeCo and Nova Scotia
Co.
2. Siebel is a Delaware corporation and is currently subject to the
informational requirements of the United States Securities Exchange Act of 1934,
as amended, and is not a "reporting issuer" under the Legislation. The common
stock of Siebel ("Siebel Common Stock") is quoted on the NASDAQ National Market
("NASDAQ"). Siebel's principal corporate offices are located at 2207
Bridgepointe Parkway, San Mateo, California 94402.
3. The authorized share capital of Siebel consists of 800,000,000 shares of
Siebel Common Stock and 2,000,000 shares of undesignated preferred stock
issuable in series. The shares of Siebel Common Stock are fully participating
voting shares. As of September 30,2000, there were 421,549,997 shares of Siebel
Common Stock issued and outstanding.
4. As part of the Transaction, Siebel will issue out of its preferred stock one
special voting share (the "Special Voting Share") to Montreal Trust Company of
Canada (the "Trustee") which will be appointed as trustee under the Voting and
Exchange Trust Agreement (described below).
5. ExchangeCo, an OBCA corporation, is an indirect subsidiary of Siebel and a
direct subsidiary of Nova Scotia Co.
6. The authorized share capital of ExchangeCo consists of an unlimited number of
common shares and an unlimited number of exchangeable shares (the "Exchangeable
Shares"). As of September 11, 2000, there were 100 Common Shares of ExchangeCo
issued and outstanding, all of which were held indirectly by Siebel.
7. Application has been made to list the Exchangeable Shares on The Toronto
Stock Exchange (the "TSE") and the TSE has conditionally approved the listing of
the Exchangeable Shares, subject to the customary requirements of the TSE.
Siebel will list the shares of Siebel Common Stock issuable pursuant to the
Arrangement and upon the exchange of Exchangeable Shares on NASDAQ.
8. Upon completion of the Transaction, and subject, in certain Jurisdictions, to
the Exchangeable Shares being listed on the TSE, ExchangeCo will become or be
deemed to be a reporting issuer in the provinces of British Columbia, Alberta,
Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland by virtue of the
provisions of the Legislation of such provinces.
9. Nova Scotia Co is an indirect, wholly-owned subsidiary of Siebel. Nova Scotia
Co is an unlimited liability company formed under the laws of the Province of
Nova Scotia to hold all of the common shares of ExchangeCo, to participate in
the Transaction by delivering shares of Siebel Common Stock to holders of Janna
Common Shares electing, or deemed to have elected, to receive them under the
Arrangement and to hold the various call rights related to the Exchangeable
Shares.
10. The authorized capital of Nova Scotia Co consists of
100,000,000,000,000 Common Shares. As of September 11, 2000, there
were
100 Common Shares of Nova Scotia Co issued and outstanding, all of which were
indirectly beneficially owned by Siebel.
11. Janna is a corporation incorporated under the OBCA. Janna's registered
office is located at 3080 Yonge Street, Suite 6020, Toronto, Ontario M4N 3N1.
Janna is, and since July 19,1996 has been, a reporting issuer, or treated as a
reporting issuer, in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Quebec, Nova Scotia and Newfoundland. To the knowledge of Siebel, ExchangeCo and
Nova Scotia Co, Janna is not in default of any requirements under the
Legislation of those Jurisdictions.
12. The authorized share capital of Janna consists of an unlimited number of
preference shares and an unlimited number of Janna Common Shares. As of
September 11, 2000, there were no preference shares and 18,883,739 Janna Common
Shares issued and outstanding. As of September 11, 2000, no debt securities of
Janna were outstanding. As of September 30, 2000, no Janna Warrants were
outstanding.
13. Janna Options were granted pursuant to the Janna Amended and Restated Share
Compensation Plan. As of September 11, 2000, there were Janna Options
outstanding which, when vested, would be exercisable to acquire a total of
3,147,900 Janna Common Shares. Upon the Arrangement becoming effective, each
Janna Option will become an option to purchase a number of shares of Siebel
Common Stock equal to the product obtained by multiplying 0.497 by the number of
Janna Common Shares subject to the Janna Option rounding down to the nearest
share (a "Replacement Option"). Such Replacement Option will provide for an
exercise price per share of Siebel Common Stock equal to the U.S. dollar
equivalent of the per share exercise price of such Janna Option immediately
prior to the effective time of the Arrangement divided by the set exchange ratio
(of 0.497), rounding up to the nearest whole cent. The term to expiry,
conditions to and manner of exercising and all other terms and conditions of
such Replacement Options will be unchanged from those of the relevant Janna
Option.
14. The parties obtained an interim order (the "Interim Order") dated October
13, 2000 from the Ontario Superior Court of Justice (the "Court") in respect of
the Arrangement. The Interim Order provides for the calling and holding of a
special meeting of the holders of the Janna Common Shares and the Janna Options
(the "Janna Meeting") to consider the Arrangement and requires that the
Arrangement must be approved by the holders of Janna Common Shares and Janna
Options (collectively, the "Securityholders") by at least two-thirds of the
votes cast by the Securityholders voting as a single class. Following the
approval by the Securityholders, the Arrangement is subject to approval of the
Court to be granted in the final order.
15. In connection with the Janna Meeting, Janna has prepared and delivered to
the holders of the Janna Common Shares a management information circular (the
"Janna Circular") dated October 13, 2000 and delivered on October 18,2000. The
Janna Circular was prepared in accordance with applicable OBCA requirements and
the Legislation and contains prospectus-level disclosure concerning the
Transaction, the Arrangement, Siebel and Janna.
16. Pursuant to the Arrangement, each Janna Common Share (other than those held
by dissenting holders, Siebel or any affiliates of Siebel) will, at the option
of the holder thereof, be exchanged for either a fraction of an Exchangeable
Share or a fraction of a share of Siebel Common Stock equal to a set exchange
ratio provided that any holder of Janna Common Shares who is not a Canadian
resident will not be entitled to receive Exchangeable Shares and will be
required to receive shares of Siebel Common Stock and provided that a holder
must make the same election in respect of all Janna Common Shares held or the
election will not be effective. Any holder of Janna Common Shares who does not
make an effective election by the election deadline will automatically receive
Exchangeable Shares for Janna Common Shares on the effective date of the
Arrangement, other than holders of Janna Common Shares who are not Canadian
residents who will automatically receive shares of Siebel Common Stock for Janna
Common Shares. No Janna Common Shares will be outstanding after the effective
date of the Arrangement.
17. No fractional Exchangeable Shares or fractional shares of Siebel Common
Stock will be delivered in exchange for Janna Common Shares pursuant to the
Arrangement. In lieu of any such fractional shares, each holder of Janna Common
Shares who would otherwise be entitled to receive a fraction of an Exchangeable
Share or a fraction of a share of Siebel Common Stock, as the case may be, will
receive a cash payment equal to such holder's pro rata portion of the net
proceeds received by the depository upon the sale in the open market of whole
shares representing an accumulation of all fractional interests in Exchangeable
Shares or shares of Siebel Common Stock, as the case may be, to which all such
holders would otherwise be entitled.
18. Each holder of Janna Common Shares who receives shares of Siebel Common
Stock pursuant to the Arrangement will receive such shares from Nova Scotia Co
in exchange for the Janna Common Shares held by such holder. Each holder of
Janna Common Shares who receives Exchangeable Shares pursuant to the Arrangement
will receive such shares from ExchangeCo in exchange for Janna Common Shares
held by such holder.
19. The Exchangeable Shares, together with the Voting and Exchange
Trust Agreement to be entered into by Siebel, ExchangeCo and the
Trustee contemporaneously with the closing of the Transaction, will provide
holders thereof with a security of a Canadian issuer having economic and voting
rights which are, as nearly as practicable, equivalent to those of a
share of Siebel Common Stock. The Exchangeable Shares will be
exchangeable by a holder thereof for shares of Siebel Common Stock on a
one-for-one basis at any time at the option of such holder and will be required
to be exchanged upon the occurrence of certain events. The Exchangeable Shares
are subject to adjustment or modification in the event of a stock split or other
change to the capital structure of Siebel so as to maintain at all times the
initial one-to-one relationship between the Exchangeable Shares and shares of
Siebel Common Stock.
20. The rights, privileges, restrictions and conditions attaching to the
Exchangeable Shares (the "Exchangeable Share Provisions") provide that each
Exchangeable Share will entitle the holder to dividends from ExchangeCo payable
at the same time as, and equivalent to, each dividend paid by Siebel on a share
of Siebel Common Stock.
21. The Exchangeable Shares will be non-voting (except as required by the
Exchangeable Share Provisions or by applicable law) and will be retractable at
the option of the holder at any time. Subject to the overriding retraction call
right of Nova Scotia Co, upon retraction the holder will be entitled to receive
from ExchangeCo for each Exchangeable Share retracted an amount equal to the
current market price of a share of Siebel Common Stock on the last business day
prior to the retraction date, to be satisfied by the delivery of one share of
Siebel Common Stock, together with, on the designated payment date therefor, all
declared and unpaid dividends on each such retracted Exchangeable Share held by
the holder on any dividend record date prior to the date of retraction (such
aggregate amount, being the "Retraction Price"). Upon being notified by
ExchangeCo of a proposed retraction of Exchangeable Shares, Nova Scotia Co will
have an overriding retraction call right to purchase from the holder all of the
Exchangeable Shares that are the subject of the retraction notice for a price
per share equal to the Retraction Price, to be satisfied by the delivery of one
share of Siebel Common Stock, together with, on the designated payment date
therefor, all declared and unpaid dividends on each such purchased Exchangeable
Share held by the holder on any dividend record date prior to the date of
purchase.
22. Subject to applicable law and the overriding redemption call right of Nova
Scotia Co, ExchangeCo will be entitled to redeem all but not less than all of
the then outstanding Exchangeable Shares on and after November 30,2005 (the
"Redemption Date"). In certain circumstances, the Board of Directors of
ExchangeCo may accelerate the Redemption Date. Upon such redemption, a holder
will be entitled to receive from ExchangeCo for each Exchangeable Share redeemed
an amount equal to the current market price of a share of Siebel Common Stock on
the last business day prior to the Redemption Date, to be satisfied by the
delivery of one share of Siebel Common Stock, together with, on the designated
payment date therefor, all declared and unpaid dividends on each such redeemed
Exchangeable Share held by the holder on any dividend record date prior to the
Redemption Date (such aggregate amount, being the "Redemption Price"). Upon
being notified by ExchangeCo of a proposed redemption of Exchangeable Shares,
Nova Scotia Co will have an overriding redemption call right to purchase, on the
Redemption Date, all but not less than all of the then outstanding Exchangeable
Shares (other than Exchangeable Shares held by Siebel and affiliates of Siebel)
for a price per share equal to the Redemption Price, to be satisfied by the
delivery of one share of Siebel Common Stock, together with, on the designated
payment date therefor, all declared and unpaid dividends on each such purchased
Exchangeable Share held by the holder on any dividend record date prior to the
date of purchase. Upon the exercise of the overriding redemption call right by
Nova Scotia Co, holders will be obligated to sell their Exchangeable Shares to
Nova Scotia Co. If Nova Scotia Co exercises its overriding redemption call
right, ExchangeCo's right and obligation to redeem the Exchangeable Shares on
the Redemption Date will terminate.
23. Subject to the overriding liquidation call right of Nova Scotia Co, in the
event of the liquidation, dissolution or winding-up of ExchangeCo or any other
distribution of the assets of ExchangeCo among its shareholders for the purpose
of winding up its affairs, holders of Exchangeable Shares will have a
preferential right, subject to applicable law, to receive from ExchangeCo an
amount equal to the current market price of a share of Siebel Common Stock on
the last business day prior to the liquidation date to be satisfied by the
delivery of one share of Siebel Common Stock together with an additional amount
equivalent to the full amount of all declared and unpaid dividends on each
Exchangeable Share held by the holder on any dividend record date prior to the
liquidation date. Upon a proposed liquidation, dissolution or winding-up of
ExchangeCo, Nova Scotia Co will have an overriding liquidation call right to
purchase from all but not less than all of the holders of Exchangeable Shares
(other than Exchangeable Shares held by Siebel and affiliates of Siebel) on the
effective date of such liquidation, dissolution or winding-up (the "Liquidation
Date") all but not less than all of the Exchangeable Shares held by each such
holder for a price per share equal to the current market price of a share of
Siebel Common Stock on the last business day prior to the Liquidation Date, to
be satisfied by the delivery of one share of Siebel Common Stock, together with
an additional amount equivalent to the full amount of all declared and unpaid
dividends on each such Exchangeable Share held by such holder on any dividend
record date prior to the date of purchase by Nova Scotia Co.
24. Under the Voting and Exchange Trust Agreement, Siebel will grant to the
Trustee for the benefit of the holders of the Exchangeable Shares a right (the
"Exchange Right"), exercisable upon the insolvency of ExchangeCo, to require
Siebel to purchase from a holder of Exchangeable Shares all or any part of the
Exchangeable Shares held by that holder. The purchase price for each
Exchangeable Share purchased by Siebel under the Exchange Right will be an
amount equal to the current market price of a share of Siebel Common Stock on
the last business day prior to the day of closing the purchase and sale of such
Exchangeable Share under the Exchange Right, to be satisfied by the delivery to
the Trustee, on behalf of the holder, of one share of Siebel Common Stock,
together with an additional amount equivalent to the full amount of all declared
and unpaid dividends on such Exchangeable Share held by the holder on any
dividend record date prior to the closing of the purchase and sale.
25. Upon the liquidation, dissolution or winding-up of Siebel, all Exchangeable
Shares held by holders (other than Exchangeable Shares held by affiliates of
Siebel) will be automatically exchanged for shares of Siebel Common Stock
pursuant to the Voting and Exchange Trust Agreement, in order that holders of
Exchangeable Shares will be able to participate in the dissolution of Siebel on
a pro rata basis with the holders of shares of
Siebel Common Stock. Under the Voting and Exchange Trust Agreement,
upon
the liquidation, dissolution or winding-up of Siebel, Siebel will be required to
purchase each outstanding Exchangeable Share, and each holder will be required
to sell the Exchangeable Shares held by that holder (such purchase and sale
obligations are hereafter referred to as the "Automatic Exchange Right"), for a
purchase price per share equal to the current market price of a share of Siebel
Common Stock on the fifth business day prior to the effective date of the
liquidation, dissolution or winding-up of Siebel, to be satisfied by the
delivery to the Trustee, on behalf of the holder, of one share of Siebel Common
Stock, together with an additional amount equivalent to the full amount of all
declared and unpaid dividends on each such Exchangeable Share held by the holder
on any dividend record date prior to the date of the exchange.
26. The Special Voting Share will be authorized for issuance pursuant to the
Arrangement Agreement and, pursuant to the Arrangement, will be issued to the
Trustee for the benefit of the holders of the Exchangeable Shares outstanding
from time to time (other than Siebel and
its affiliates). Except as otherwise required by applicable law or
the
Siebel charter, the Special Voting Share will be entitled to that number of
votes, exercisable at any meeting of the holders of shares of Siebel Common
Stock, equal to the number of Exchangeable Shares outstanding from time to time
not owned by Siebel and its affiliates. Each voting right attached to the
Special Voting Share must be voted by the Trustee pursuant to the instructions
of the holder of the related Exchangeable Share. In the absence of any such
instructions from a holder as to voting, the Trustee will not be entitled to
exercise the related voting rights. Upon the exchange of all of a holder's
Exchangeable Shares for shares of Siebel Common Stock, all rights of such holder
of' Exchangeable Shares to instruct the Trustee to exercise votes attached to
the Special Voting Share will cease.
27. On or before the effective date of the Arrangement, Siebel, ExchangeCo and
Nova Scotia Co will enter into an Exchangeable Share Support Agreement which
will provide that: (i) Siebel will not declare or pay any dividends on the
shares of Siebel Common Stock unless ExchangeCo is able to declare and pay, and
simultaneously declares and pays, as the case may be, an equivalent dividend on
the Exchangeable Shares; (ii) Siebel will ensure that ExchangeCo and Nova Scotia
Co will be able to honour the redemption and retraction rights and liquidation
entitlements under the Exchangeable Share Provisions and the related redemption,
retraction and liquidation call rights described above; and (iii) Siebel will
cause Nova Scotia Co to exercise its overriding retraction call right if
required to do so by a holder of Exchangeable Shares and in the event that
Siebel becomes a "specified financial institution" (as such term is defined in
the Income Tax Act (Canada)) or does not deal at arm's length with such a
person.
28. The steps under the Transaction and the attributes and rights of the
Exchangeable Shares contained in the Exchangeable Share Provisions, the Voting
and Exchange Trust Agreement and the Exchangeable Share Support Agreement
involve or may involve a number of trades of securities, including trades
related to the issuance of the Exchangeable Shares and shares of Siebel Common
Stock pursuant to the Transaction or upon the issuance of shares of Siebel
Common Stock in exchange for Exchangeable Shares including the following:
a. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, to enable Nova Scotia Co to deliver
shares of Siebel Common Stock required in connection with the Arrangement or the
operation of the Exchangeable Share Provisions or the Voting and Exchange Trust
Agreement;
b. the delivery of shares of Siebel Common Stock by Nova Scotia Co to holders of
Janna Common Shares and the transfer of Janna Common Shares by holders to Nova
Scotia Co, as part of the Arrangement;
c. the issuance of Exchangeable Shares by ExchangeCo to holders of Janna Common
Shares and the transfer of Janna Common Shares by holders to ExchangeCo, as part
of the Arrangement;
d. the sale by the depository of the accumulated fractional share interests in
Exchangeable Shares or Siebel Common Stock, and the distribution of the cash
proceeds thereof to former holders of Janna Common Shares;
e. Janna Options becoming Replacement Options as part of the Arrangement and the
issuance and delivery of shares of Siebel Common Stock by Siebel to a holder of
a Replacement Option or a holder of a Siebel option upon the exercise thereof;
f. the grant by Siebel to the Trustee for the benefit of holders of Exchangeable
Shares, pursuant to the Voting and Exchange Trust Agreement, of the Exchange
Right, the Automatic Exchange Right and the voting rights pursuant to the
Special Voting Share;
g. the creation of the call rights in favour of Nova Scotia Co referred to
above;
h. the issuance by Siebel, pursuant to the Voting and Exchange Trust Agreement,
of the Special Voting Share to the Trustee for the benefit of the holders of the
Exchangeable Shares;
i. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, from time to time to enable ExchangeCo
to deliver shares of Siebel Common Stock to a holder of Exchangeable Shares upon
a retraction of the Exchangeable Shares held by such holder, and the subsequent
delivery thereof by ExchangeCo upon such retraction;
j. the transfer of Exchangeable Shares by the holder to ExchangeCo upon the
holder's retraction of Exchangeable Shares;
k. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, from time to time to enable Nova
Scotia Co to deliver shares of Siebel Common Stock to a holder of Exchangeable
Shares in connection with Nova Scotia Co's exercise of its overriding retraction
call right, and the subsequent delivery thereof by Nova Scotia Co upon the
exercise of such overriding retraction call right;
l. the transfer of Exchangeable Shares by the holder to Nova Scotia Co upon Nova
Scotia Co exercising its overriding retraction call right;
m. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, to enable ExchangeCo to deliver shares
of Siebel Common Stock to holders of Exchangeable Shares upon the redemption of
the Exchangeable Shares, and the subsequent delivery thereof by ExchangeCo upon
such redemption;
n. the transfer of Exchangeable Shares by holders to ExchangeCo upon the
redemption of Exchangeable Shares;
o. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, to enable Nova Scotia Co to deliver
shares of Siebel Common Stock to holders of Exchangeable Shares in connection
with Nova Scotia Co's exercise of its overriding redemption call right, and the
subsequent delivery thereof by Nova Scotia Co upon the exercise of such
overriding redemption call right;
p. the transfer of Exchangeable Shares by holders to Nova Scotia Co upon Nova
Scotia Co exercising its overriding redemption call right;
q. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, to enable ExchangeCo to deliver shares
of Siebel Common Stock to holders of Exchangeable Shares on the liquidation,
dissolution or winding-up of ExchangeCo and the subsequent delivery thereof by
ExchangeCo upon such liquidation, dissolution or winding-up;
r. the transfer of Exchangeable Shares by holders to ExchangeCo on the
liquidation, dissolution or winding-up of ExchangeCo;
s. the issuance and intra-group transfers of shares of Siebel Common Stock and
related issuances of shares of Siebel affiliates in consideration therefor, all
by and between Siebel and its affiliates, to enable Nova Scotia Co to deliver
shares of Siebel Common Stock to holders of Exchangeable Shares in connection
with Nova Scotia Go's exercise of its overriding liquidation call right, and the
subsequent delivery thereof by Nova Scotia Co upon the exercise of such
overriding liquidation call right;
t. the transfer of Exchangeable Shares by holders to Nova Scotia Co upon Nova
Scotia Co exercising its overriding liquidation call right;
u. the issuance and delivery of shares of Siebel Common Stock by Siebel to a
holder of Exchangeable Shares upon the exercise of the Exchange Right by such
holder;
v. the transfer of Exchangeable Shares by a holder to Siebel upon the exercise
of the Exchange Right by such holder;
w. the issuance and delivery of shares of Siebel Common Stock by Siebel to
holders of Exchangeable Shares pursuant to the Automatic Exchange Right;
x. the transfer to ExchangeCo of Exchangeable Shares received by Nova Scotia Co
as a result of the exercise of the Retraction Call Right, Redemption Call Right
or Liquidation Call Right and the transfers by Siebel, directly or indirectly
through intra-group transfers, to ExchangeCo of Exchangeable Shares received by
Siebel upon the exercise of the Exchange Right and the Automatic Exchange and
the issuance and delivery by ExchangeCo of Common Shares in exchange for such
Exchangeable Shares; and
y. the transfer of Exchangeable Shares by a holder to Siebel pursuant to the
Automatic Exchange Right.
(collectively, "the Trades"). 29. A holder of Janna Common Shares will make one
fundamental investment decision at the time when such holder votes in respect of
the Arrangement. As a result of this decision, unless Exchangeable Shares are
sold in the market, a holder of Janna Common Shares (other than a dissenting
holder) will ultimately receive Exchangeable Shares or shares of Siebel Common
Stock in exchange for the Janna Common Shares held by such holder. The
Exchangeable Shares will provide certain Canadian tax benefits to certain
Canadian holders but will otherwise be, as nearly as practicable, the economic
and voting equivalent of the shares of Siebel Common Stock, and as such all
subsequent exchanges of Exchangeable Shares are in furtherance of the holder's
initial investment decision.
30. If not for income tax considerations, Canadian holders of Janna Common
Shares could have received shares of Siebel Common Stock without the option of
receiving Exchangeable Shares. The option in favour of certain holders of Janna
Common Shares to ultimately receive Exchangeable Shares under the Arrangement
will enable certain holders of Janna Common Shares to defer certain Canadian
income tax and, provided that the Exchangeable Shares are listed on a prescribed
stock exchange in Canada (which currently includes the TSE), will permit other
holders to hold property that is not "foreign property" under the Income Tax Act
(Canada).
31. As a result of the economic and voting equivalency between the Exchangeable
Shares and the shares of Siebel Common Stock, holders of Exchangeable Shares
will have a participating interest determined b
-0-
*** end of story *** |
