via IFRS Canada - Business Combinations

Under IFRS accounting, the whole concept of amalgamations has been thrown out. IFRS accounting standards only refer to business combinations as acquisitions. That means the laws regarding amalgamations in Canada are now being replaced under IFRS by acquisitions, non-controlling interests, and accounting for business combinations in stages.

Thus a special purpose acquisition corporation may be created to 'acquire' another, but it formerly meant amalgamation, plans if arrangement, court proceedings and the like.

What IFRS allows under the circumstances would be a business combination in stages by contract.

Quote:"The acquirer and acquiree agree to combine their businesses by contract alone. The acquirer transfers no consideration in exchange for control of an acquiree and holds no equity interests in the acquiree, either on the acquisition date or previously. Examples of business combinations achieved by contract alone include bringing two businesses together in a stapling arrangement or forming a dual listed corporation "

Now, doesn't this sound like what is being arranged? And that what we're seeing is a step-by-step business combination?(including the pro-forma insolvency?)

Or you could always read the 800-page PWC manual regarding 'Business Combinatios And Noncontrolling Intetests.' In the hopes of sorting it all out. A Noncontrolling interest would be equity in Golden Band that has not yet been made part of the acquirer.

http://www.frascanada.ca/international-financial-reporting-standards/resources/unaccompanied-ifrss/item45582.pdf

via Miller Thompson LLP Amalgamations Or Winding Up, What's The Difference?

A lenghty discussion regarding the comparison between amalgamations and winding up. There's lots you can find that seems to apply, but under IFRS, the whole vocabulary surrounding amalgamations has changed.

But the tax laws haven't changed, and the securities laws haven't changed, so this amalgamation guide can sort out the tax implications as well as the security rights.

But the overall consideration is that Gokdeb Band is not winding up. Because the balance sheet insolvency was resolved under the BIA, there was never any question whether the company was winding up because they didn't come under the Winding Up And Insolvency Act.

http://www.millerthomson.com/assets/files/article_attachments/a_WPCAmalgamation.pdf

-F6