A version of this article originally appeared on Edelman.com
Within the next six weeks, the Canadian Securities Administrators (CSA) is expected to table for comment proposed changes to the rules governing unsolicited or hostile takeover bids. The new rules, first announced in September 2014, are intended to give the boards of target companies more time to respond to hostile bids by requiring that a bid remain open for at least 120 days (up from the current minimum of just 35 days).
This change is part of what has been described as a “rebalancing” of power in Canada between hostile bidders and the companies they target. It follows additional changes put forward by the CSA in 2013 that would provide boards with greater flexibility in using shareholder rights plans to defend against hostile bids.
Despite these proposed changes, Canadian companies are still more vulnerable to hostile takeovers than their U.S. counterparts, who have greater ability to reject unwanted overtures.
In Canada, a targeted company can use a rights plan, also known as a poison pill, to stall a bidder and buy time to identify a better alternative for its shareholders. Last year, Osisko Mining Corp. successfully fought off a $2.6 billion bid from Goldcorp after it was able to secure a competing offer that delivered far greater value, $3.9 billion. By comparison, the U.S. model defers to the business judgment of the target board and allows a poison pill to stay in place far longer.
Still, if a targeted Canadian company does not surface an alternative quickly, often within three months, a bidder will then apply to a provincial securities regulator to have the rights plan removed; this opens the door for shareholders to decide the fate of their company. Such was the case in 2013, when shareholders of Inmet Mining Corporation accepted First Quantum Minerals’ first and only unsolicited offer after the Inmet board was unable to surface a superior alternative after 90 days.
According to the 2014 Canadian Hostile Bid Study prepared by the law firm Blake, Cassels & Graydon LLP, companies targeted with a hostile bid in Canada remain independent only 22 percent of the time (based on a review of hostile transactions above $50 million from 2006 to 2013). The same study revealed that the initial bidder (as opposed to a white knight) is successful in acquiring the target roughly 50 percent of the time.
If you’re a Canadian public company concerned about a hostile bid, you won’t like those odds.
Even with the CSA’s proposed changes, Canadian public company boards need to be mindful of hostile bid risk and prepare accordingly. This includes ensuring that they have appropriate defensive measures in place, including an approved shareholder rights plan and a team of advisors that has a depth of hostile defense experience.
Communications can also play a critical role in enabling a targeted company to respond quickly and effectively to an unsolicited bid:
2014 saw the return of the hostile takeover bid in Canada, particularly in the mining industry. While the proposed changes by the CSA will make Canada less “bidder-friendly”, hostile takeover risk will remain a fact of life for many Canadian public companies. They need to plan accordingly, and shareholder communications needs to be an integral part of that process.March 4, 2015 in Our Ideas
Digital Digest: What Edelman Canada is reading in digital marketing, technology and strategy. Fresh links served up weekly. This edition of Digital Digest was edited by Caroline Dunnet, Matt Beck, Charlotte Macgregor, Kaylea Forde and Erin Collett.
In 2015, we’ve seen it all. From drones to viral photographs of the bride dress, nothing is out of the ordinary, or quite frankly, weird. This week we look at a few brands who are following the ‘expect the unexpected’ notion – including pets, kids and two credible news sources. Read more »February 27, 2015 in Digital Digest, Our Ideas
Digital Digest: What Edelman Canada is reading in digital marketing, technology and strategy. Fresh links served up weekly. This edition of Digital Digest was edited by Caitlin Stewart, Matt Beck, Caroline Dunnet, Melissa Vekil and Kaylea Forde.
This week we took a look at four brands who recognize the power of pop culture to resonate with their audiences. From talking phlegm to prank videos to mock PSAs, these campaigns show that a little parody can go a long way. After all, consumers respond to content that is timely, relevant and above all, entertaining! Read more »February 20, 2015 in Digital Digest, Our Ideas
Globally, trust in government and business has been declining for years, and yet remains a key factor for operating in today’s world. With all the global conflict and tension that occurred in 2014, it’s no surprise that trust is evaporating. In BC, with the municipal elections of 2014 and the booming resource sector under increased scrutiny, trust has become even more integral to getting social license to operate.
The 2015 Edelman Trust Barometer presentation was delivered in Vancouver by John Clinton, CEO and Chair of Edelman Canada, North American head of creative and content, to an audience of 200 CEOs, presidents and employees from a wide range of industries.Our Ideas
Digital Digest: What Edelman Canada is reading in digital marketing, technology and strategy. Fresh links served up weekly. This edition of Digital Digest was edited by Caitlin Stewart, Erin Collett, Charlotte Macgregor, Jeff Lang-Weir, Caroline Dunnet and Kaylea Forde.
This week we took a look at five campaigns that used very different tactics to achieve the same goal: go beyond just grabbing consumers’ attention and make a lasting impression. From cinemagraphs and music, to altruism, drones, and laundry combined with sex tips, this may be our biggest mixed bag of goodness, yet! Read more »February 13, 2015 in Digital Digest, Our Ideas
Digital Digest: What Edelman Canada is reading in digital marketing, technology and strategy. Fresh links served up weekly. This edition of Digital Digest was edited by Caitlin Stewart, Erin Collett, Charlotte Macgregor, Lauren Gross and Victoria Neufeld.
Let’s be honest, the selfie trend is getting tiresome, Canada’s Twitter launch received mixed reviews and consumers are continuously getting harder to reach. But, there’s still hope! This week’s Digital Digest takes a look at a few brands who put a new spin on old tactics. Read more »February 6, 2015 in Digital Digest, Our Ideas
During the first week of January, I attended the Consumer Electronics Show 2015 (CES) in Las Vegas. Billed as the largest CES in history, this year’s event drew over 170,000 industry people from around the world and spanned over 2.2 million net square feet of exhibit space. I literally spent days walking among what felt like acres of wearable technology, smart home appliances, 3D printers, robots, drones, and smart cars (to name just a few things on display). One thing was abundantly clear, the technology sector continues to dream big, creating products and services that push beyond what we once thought imaginable.
Surrounding this enormous and awe inspiring display of invention and ingenuity, however, were more sober considerations that we as communicators must tackle. The “Internet of Things (IoT)” is upon us. We are moving headlong into a world where everything you wear, drive and touch in your home is connected via the Internet. Big Data is turning into Intimate Data. Technology companies are asking more in terms of our personal data, yet high profile security breaches are uncomfortably common. Innovation in technology is now raising some very serious questions among consumers as they look at technology products today. Are we ready? Do we even want it? Can we trust it?
According to this year’s Edelman Trust Barometer, the answer is “not so much.”
The results showed that 53 per cent of Canadians feel the pace of development and change in business and industry today is too fast, and they don’t think that enough testing is being done to safeguard people’s lives in the process.
Why are we feeling uncomfortable with the pace of innovation? Let’s look at the tech sector: while it remains the most trusted in our survey (74%), it fell globally for the first time in over five years.Our Ideas
At Marketing Magazine‘s Best of 2014 Awards – an annual celebration of the best agencies and marketers Canada has to offer – Edelman Canada was recognized as one of three finalists for Agency of the Year.
Of the nod, Marketing Magazine editor, Kate Wilkinson wrote, “Edelman…focused on expanding its digital reach this year, and drew attention for some truly unique events for clients.” She went on to add, “During the summer in 2014, it helped North by Northeast sponsor Kraft MiO in creating a festival venue inside of a Toronto streetcar (nicknamed the MiO squirtcar). The buzz on social media reached new heights for the brand, and provided a once-in-a-lifetime venue experience for concert-goers.” Read more »February 5, 2015 in Our Ideas
The 15th annual Edelman Trust Barometer takes an in-depth look at the state of trust in Canada and around the world. This year’s study relied on responses from more than 33,000 people in 27 markets.
So, what’s the state of trust in Canada’s four core institutions (government, business, media and NGOs)? In short, it’s on the decline. Our general level of trust fell seven points to an overall level of 53 per cent, taking us out of the “trusters” category and into neutral territory when compared with the rest of the world. More specifically, business experienced a major decline dropping 15 points from 62 per cent to 47 per cent.
Why? It may have something to do with an identified concern over the pace of innovation. To learn more about that — and what this year’s findings mean for Canada — please watch the following video featuring John Clinton, chair and CEO, Edelman Canada, North American head, creative and content.February 4, 2015 in Our Ideas
It’s been more than 15 years since Apple co-founder Steve Jobs famously commented in a Business Week article that “A lot of times, people don’t know what they want until you show it to them.” Since then, the degree of innovation that has taken place not only in the realm of consumer technology but for science and technology has exploded.
The pace of and drive toward the development of new products, materials, designs and thinking – homogenously described as “innovation” – has become almost cliché in today’s business lexicon. And yet evidence has emerged that consumers’ willingness to passively grab at whatever is the next best thing may be waning. Read more »February 3, 2015 in Our Ideas
2015 Edelman Trust Barometer Finds Overly Rapid Pace of Change in Business Innovation
February 3, 2015, Toronto –The 15th annual Edelman Trust Barometer reveals an alarming evaporation of trust in Canada, with trust in government, media and business falling below 50 per cent – some of the lowest levels ever seen in this country. In fact, business experienced the greatest decline of all, dropping 15 points to 47 per cent – the sharpest decline of any of the 27 nations surveyed. Read more »February 3, 2015 in Our Ideas
Digital Digest: What Edelman Canada is reading in digital marketing, technology and strategy. Fresh links served up weekly. This edition of Digital Digest was edited by Caroline Dunnet, Caitlin Stewart, Erin Collett, Kaylea Forde, Charlotte Macgregor and Lauren Gross.
As we gear up for the biggest game of the season, Super Bowl Sunday, we’re also taking a look at some first-string brands and even a few benchwarmers to see how they are going to capture the clear eyes and full hearts of all football fans this weekend. Game on. Read more »January 30, 2015 in Digital Digest, Our Ideas
“Over the last few years, [Edelman] has been moving towards a model that gives the work to the office that is best suited to the creative need. Promoting people into positions with a national purview is meant to provide more
New appointments position the agency to better evolve, promote and protect clients’ brands in the marketing space
January 29, 2015, TORONTO – Edelman Canada today announced several significant leadership changes, including the promotions of John Clinton, to chair and CEO, Canada and North American head of creative and content, and Lisa Kimmel to president of Edelman Canada. These appointments reflect the company’s evolving business, which continues to move towards a communications marketing framework with several specialized areas of expertise.Our Ideas