######################################## #Written by David Tam, 1997. # #davidkftam@netscape.net Copyright 1999# ######################################## David Tam Tuesday, February 11, 1997. BUSINESS PRESS REVIEW ===================== Jang, Brent. "Canadian 88 scraps takeover". The Globe and Mail. Monday, February 10, 1997. B1,B2. ------------------ A hostile takeover bid of Morrison Petroleums Ltd by Canadian 88 Energy Corp was abruptly cancelled. Proposing a $652-million hostile takeover, Canadian 88 was offering a mixture of $140-million in cash and a 1.5 swap of its own shares for each Morrison share. This deal, with allegations of preceding security breaches has come to the attention of the Ontario Securities Commission (OSC) and its counterpart in Alberta. The OSC had planned a hearing yesterday to make a ruling on this concern. However, Canadian 88 abruptly dropped its attempted takeover and now has no future plans of acquiring the company. These allegations involved Canadian 88 lending money to West Central Capital Corp, an associated company, for acquiring shares of Morrison before the announced takeover bid. From this loan, West Central acquired nearly 9% of Morrison's shares, but these details were not disclosed in Canadian 88's offering circular. This article shows the types of securities regulation the provincial governments of Canada have legislated to protect investors. It also shows how the provincial government has delegated responsibility of its securities laws to the OSC and other similar provincial securities commissions. The allegations mentioned in the article deals with disclosure and possibly insider trading issues. Because Canadian 88 knew that was going to acquire shares of Morrison through a hostile takeover, it attempted an early purchase some of Morrison's shares indirectly through Central Central, its associated company. This give's Canadian 88 an early start and an unfair advantage. Dealing with the issues of disclosure, Canadian 88 had failed to fully disclose its current, indirect equity position on Morrison. I believe that Canadian 88 had indeed breached security regulations and were attempting to bury the problem by cancelling their bid. They hoped that the OSC would cancel the hearing.