Our Couche-Tard, Bombardier, BRP, Power Corp., Cascades, Groupe CGI, Cogeco, Industries Lassonde, Metro, Dollarama, Saputo, Transcontinental, Cogeco, CAE, Héroux-Devtek, SNC-Lavalin, WSP Global … are- are they safe from foreign stranglehold?
I have a feeling that most of the large Quebec companies listed on the stock exchange, even those belonging to controlling shareholders, might, one of these days, give in to the lure of a tempting takeover offer from a company. outside Quebec.
We will not hide it: rare are the controlling shareholders who have Quebec tattooed on their hearts, as is the case with Pierre Karl Péladeau, who is keen on protecting our head offices.
It is boring to say, but any controlling shareholder has its price. Or almost…
Who predicted that Jean Coutu, who controlled almost all of the Jean Coutu Group’s voting rights, would decide to sell his empire? We were lucky to see Metro grappling with this Quebec flagship.
Who had predicted that André Chagnon’s family was preparing to cede their Videotron empire (including VAT) to the Toronto family of Ted Rogers? Again, a stroke of luck for Quebec, it was finally the Péladeau family, with the financial support of the Caisse de dépôt et placement du Québec, which acquired Videotron.
Unfortunately, we have lost several Quebec flagships to foreign companies, be they Canadians outside Quebec, Americans, Europeans, etc.
Can we count on the government of François Legault to protect our companies against foreign seizure?
Not sure ! Look at what just happened with Bombardier Transportation. The French multinational Alstom has just acquired it, with the blessing of the Caisse de dépôt et placement du Québec, which held 32.5% of the company.
What about Cirque du Soleil which, after seeing its founder Guy Laliberté sell his last block of shares to the Caisse for the tidy sum of $ 100 million, is today entirely owned by foreigners.
What can we say now about the astonishing declaration of Pierre Fitzgibbon, the strong man of the Legault government in terms of “protection” of our head offices.
Following Emmanuel Macron’s government decision to block the sale of French food giant Carrefour to our multinational Couche-Tard, Fitzgibbon said Quebec should not necessarily emulate France and block takeovers. foreigners.
“You have to be careful: sometimes, we tend to see foreigners arriving here, taking companies from Quebec, and it’s the end of the world,” he said. According to him, there are more Quebec companies making acquisitions abroad than foreigners making them here.
Yes ! It is with this kind of Fitzgibbon reasoning that we previously gave in:
- The C Series to the French multinational Airbus;
- CAMSO to the French giant Michelin;
- RONA at the American Lowe’s;
- St-Hubert rotisseries at Cara Operations in Ontario (now Recipe Unlimited);
- Atrium Innovations (whose CEO was Pierre Fitzgibbon) at the European fund Permira;
- Paladin Laboratories at the American Endo Health Solutions;
- Alcan at Anglo-Australian Rio Tinto;
- Provigo at Ontario Loblaws;
Prime Minister François Legault said Thursday that there was no question, for him, of seeing Metro fall into the hands of foreigners.
Allow me a little advice, Mr. Legault. You know that the best way to protect yourself against foreign predators is to own large blocks of stocks. It might be time for “our” Caisse de dépôt et placement to buy shares in Metro, our only major food chain!
As of December 31, 2019, the Caisse did not hold any Metro shares. But she considered it relevant to hold shares in the French Carrefour, the sale of which to Couche-Tard was blocked by the Macron government.
Regulation of takeover bids
I asked the Autorité des marchés financiers (AMF) to explain the regulations governing takeover bids. Here is the response from Sylvain Théberge, director of media relations at the AMF.
The two scenarios we see most often in the case of the sale of a listed Quebec company whose securities are listed on a stock exchange are as follows:
An initiator may decide to initiate a take-over bid for the outstanding shares of a company (this is generally referred to as a hostile take-over bid, but it could also be considered friendly). It is then addressed directly to each shareholder who must decide whether or not to tender his shares in response to the offer. In such a scenario, the offeror must comply with the requirements of Regulation 62-104 which provides, in particular, that at least 50% of the shares (of all classes) be deposited in response to the offer so that it can go from l ‘before.
In such a scenario, no shareholders’ meeting is held. The concept of the right to vote does not apply. Each shareholder decides individually whether or not to deposit his shares.
If the proposed acquisition is made by way of a merger or a plan of arrangement, then in such a case the target company must call a meeting of its shareholders for them to approve the transaction. In these cases, generally, the transaction must be approved by special resolution (66.67% of the votes cast). If the 66.67% figure is not obtained, the resolution cannot be approved and the transaction cannot proceed. The requirements related to the approvals of these operations are found in corporate laws.
The rules of the stock exchange on which the securities of the target company are listed also apply.