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The Corporation of the Municipality of Clarington
By-law 2018-055
A by-law respecting the Amalgamations Between (1) Veridian Corporation and Whitby Hydro
Energy Corporation, and (2) Veridian Connections Inc. and Whitby Hydro Electric Corporation
WHEREAS The Corporation of the Municipality of Clarington (the "Municipality") is a
shareholder of Veridian Corporation ("Veridian Holdco");
AND WHEREAS Veridian Holdco is the sole shareholder of Veridian Connections Inc.
("Veridian LDC");
AND WHEREAS Veridian Holdco and Whitby Hydro Energy Corporation ("Whitby Holdco")
intend to amalgamate (the "Holdco Amalgamation") pursuant to section 174 of the Business
Corporations Act (Ontario) (the "OBCA") to form an amalgamated entity ("Merged Holdco");
AND WHEREAS subsequent to the Holdco Amalgamation, Veridian LDC and Whitby Hydro
Electric Corporation ("Whitby LDC") intend to amalgamate pursuant to section 174 of the OBCA
(the "LDC Amalgamation", and together with the Holdco Amalgamation, the "Amalgamations")
to form an amalgamated entity ("LDC Mergeco");
AND WHEREAS in order to facilitate the Amalgamations, Veridian LDC, Whitby Holdco,
Veridian Holdco, Whitby LDC, The Corporation of the Town of Ajax, The Corporation of the City
of Belleville, the Municipality, The Corporation of the City of Pickering, and The Corporation of
the Town of Whitby intend to enter into a merger participation agreement (the "Merger
Participation Agreement"), substantially in the form of a draft merger participation agreement
(the "Draft Merger Participation Agreement") previously presented to the Municipality for review;
AND WHEREAS pursuant to section 2.3(1) of the Merger Participation Agreement, Veridian
Holdco is required to enter into an amalgamation agreement with Whitby Holdco substantially
in the form of the agreement attached as Schedule 2.3(1) to the Merger Participation Agreement
(the "Holdco Amalgamation Agreement");
AND WHEREAS subsection 176(4) of the OBCA provides that an amalgamation agreement is
adopted when the shareholders of each amalgamating corporation have approved of the
amalgamation by a special resolution of the holders of the shares of each class or series entitled
to vote thereon;
AND WHEREAS pursuant to section 185 of the OBCA, a holder of shares of any class or series
entitled to vote on the resolution approving an amalgamation may dissent, in which case such
shareholder, in addition to any other right the shareholder may have, is entitled to be paid by
the corporation the fair value of the shares held by the shareholder subject to compliance with
the dissent procedure contained in section 185 of the OBCA;
AND WHEREAS the Municipality declares that it is not exercising such right of dissent in
connection with the Amalgamations and waives its right to receive notice of a meeting of
shareholders pursuant to subsection 176(2) of the OBCA in connection with the Amalgamations;
AND WHEREAS pursuant to section 2.3(2) of the Merger Participation Agreement, Veridian
LDC is required to enter into an amalgamation agreement with Whitby LDC substantially in the
form of the agreement attached as Schedule 2.3(2) to the Merger Participation Agreement (the
"LDC Amalgamation Agreement");
AND WHEREAS after the Amalgamations have taken place, Merged Holdco, LDC Mergeco,
The Corporation of the Town of Ajax, The Corporation of the City of Belleville, the Municipality,
The Corporation of the City of Pickering, and The Corporation of the Town of Whitby intend to
enter into a unanimous shareholders' agreement governing the affairs of Merged Holdco and
LDC Mergeco (the "Unanimous Shareholders' Agreement"), substantially in the form of a
unanimous shareholders' agreement (the "Draft Unanimous Shareholders' Agreement")
previously presented to the Municipality for review;
NOW THEREFORE BE IT RESOLVED THAT:
(a) The Municipality approves the Amalgamations;
(b) The terms and conditions of the Merger Participation Agreement, the Unanimous
Shareholders' Agreement and the transactions contemplated thereby are reasonable and
fair to the Municipality;
(c) The Municipality, Veridian Holdco and Veridian LDC are authorized to enter into the Merger
Participation Agreement, substantially in the form of the Draft Merger Participation
Agreement;
(d) Veridian Holdco is authorized to enter into the Holdco Amalgamation Agreement,
substantially in the form set out in Schedule 2.3(1) to the Merger Participation Agreement;
(e) Veridian LDC is authorized to enter into the LDC Amalgamation Agreement, substantially
in the form set out in Schedule 2.3(2) to the Merger Participation Agreement;
(f) The Municipality is authorized to enter into the Unanimous Shareholders' Agreement,
substantially in the form of the Draft Unanimous Shareholders' Agreement;
(g) The execution and delivery by the Municipality of the Merger Participation Agreement and
the Unanimous Shareholders' Agreement and the performance by it of its obligations
thereunder, substantially in the form and on the terms set out in the Draft Merger
Participation Agreement and Draft Unanimous Shareholders' Agreement is authorized and
approved, the execution of such agreements in accordance with the provisions of the
paragraph immediately below being conclusive evidence of such determination;
(h) The Mayor and Clerk are authorized and directed, for and in the name of and on behalf of
the Municipality, to execute and deliver the Merger Participation Agreement and the
Unanimous Shareholders' Agreement, substantially in the form and on the terms set out in
the Draft Merger Participation Agreement and the Draft Unanimous Shareholders'
Agreement; and
(i) The Mayor and Clerk are authorized and directed, for and in the name of and on behalf of
the Municipality, to execute and deliver all such other agreements, amendments,
instruments, certificates, resolutions and other documents, including a resolution of the
shareholders of Veridian Holdco approving the Amalgamations, and to do all such other
acts and things may be necessary or advisable in connection with the Merger Participation
Agreement, with the Unanimous Shareholders' Agreement, or to carry out the intention of
the foregoing resolution.
Passed in Open Council this 11th day of June, 2018.
Adrian Foster, Mayor
Andrew Allison, Chief Administrative Officer