Quebec proposes rules to prevent hostile takeovers

Quebecs Parti Qubcois government proposed measures to shield businesses headquartered in Quebec from hostile takeovers in a budget tabled Thursday.

It was one in a series of proposals geared at keeping Quebec business in the province that also included plans for the government to buy direct stakes in oil and mining companies with new finds in Quebec.

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The proposal comes at a time when the minority government is expected to call a provincial election and may not last long enough to pass through the legislature.

Nonetheless, Quebec Finance Minister Nicolas Marceau called protecting Quebec head offices a priority and said it would adopt recommendations of a report on takeovers tabled Thursday.

Being masters and prosperous in our own house also means protecting the head offices of Quebec businesses.- Nicolas Marceau, Quebec finance minister

Being masters and prosperous in our own house also means protecting the head offices of Quebec businesses, he said in his budget speech.

The presence of head offices in Quebec is both a major source of wealth and a strategic factor in economic development decisions.

Claude Sguin, a senior vice-president at Quebec IT firm CGI, chaired a task force that looked into how to protect Quebec businesses after Lowes made an abortive takeover bid for Rona last year.

His report was tabled with the budget and comes at a time when Quebec-based mining corporation Osisko is fending off a hostile bid from Goldcorp.

Osiskos most promising property, the Canadian Malartic gold mine, was developed with a large investment through government owned Investissement Qubec.

Among the budget recommendations that Marceau says are high priority are:

• Allowing business corporations to adopt variable voting rights, which would allow shareholders who had owned shares for longer than two years to have more clout in voting.
• Companies would be able to incorporate measures against takeover in the articles of their constitutions.
• Prohibit a merger or other amalgamation of assets of a takeover target by the bidder for five years.
• Prohibit sale of assets representing 15 per cent of the takeover target for five years.

An amendment to Quebec's Corporations Act would be required to allow companies to take these steps. Quebec is home to high-profile companies such as Dollarama, CGI, Metro and Transcontinental.

A task force warned the province that allowing companies to adopt anti-takeover measures could hurt their stock prices.Laval University professorJean-Marc Suret, who wrote the report, estimated Quebec's listed companies could see a 10 to 20 per cent hit on their stock prices.

In his budget speech, Marceau recalled the spirit of the Quiet Revolution of the early 1960s, a time when the provincial government created Hydro-Qubec and the Caisse de dpt et placement.

He also pledged tight provincial control over oil and gas development in theAnticostiregion, as well as other mining developments.

Being masters and prosperous in our own house is ensuring that Quebecers arethe first to benefit from the eventual discovery of resources, he said.

Thus, by adopting anapproach styled on Norways, the government is announcing the taking of majorequity interests in the exploration programs that will enable the oil potential onAnticosti Island to be ascertained.

The PQ said it plans to maintain generous tax assistance for exploration work, but it wants equity options in return from the oil and gas or mining sector. It proposed setting out a formula for such government stakes in the industry later in the year.