4276. Disclosure — fairness opinion

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    1. A professional opinion that is a fairness opinion prepared by a Dealer Member must disclose the following information:

      1. the identity and credentials of the Dealer Member, including:

        1. the general experience of the Dealer Member in providing fairness opinions in connection with transactions similar to the subject transaction,

        2. the Dealer Member’s understanding of the specific marketable securities involved in the subject transaction, and

        3. the internal procedures followed by the Dealer Member to ensure the quality of the professional opinion,

      2. the date the Dealer Member was first contacted in respect of the subject transaction and the date that the firm was retained,
      3. the financial terms of the Dealer Member’s retainer,
      4. a description of any past, present or anticipated relationship between the Dealer Member and any interested party which may be relevant to the Dealer Member’s independence for purposes of providing the fairness opinion,
      5. the scope and purpose of the fairness opinion, including the following statement:
        1. "This fairness opinion has been prepared in accordance with the disclosure standards for formal valuations and fairness opinions of the Investment Industry Regulatory Organization of Canada (IIROC) but IIROC has not been involved in the preparation or review of this fairness opinion.",
      6. the effective date of the fairness opinion,
      7. a description of the scope of the review conducted by the Dealer Member, including a summary of the type of information reviewed and relied upon (such as the documents reviewed, individuals interviewed, facilities visited, other expert reports considered and management representations concerning information requested and furnished to the Dealer Member),
      8. a description of any limitation on the scope of review and the implications of such limitation on the Dealer Member’s opinion or conclusion,
      9. a description of the relevant business, assets or securities sufficient to allow the reader to understand the rationale of the fairness opinion and the approach and various factors influencing financial fairness that were considered,
      10. a description of the valuation or appraisal work performed or relied upon in support of the Dealer Member’s opinion or conclusion,
      11. a discussion of any prior bona fide offer or prior valuation or other material expert report considered by the Dealer Member in coming to the opinion or conclusion contained in the fairness opinion,
      12. the key assumptions made by the Dealer Member,
      13. the factors the Dealer Member considered important in performing its fairness analysis,
      14. the statement of opinion or conclusion as to the fairness, from a financial point of view, of the subject transaction and the supporting reasons, and
      15. any qualifications or limitations to which the opinion or conclusion is subject.
    2. A professional opinion that is a fairness opinion prepared by a Dealer Member in connection with a subject transaction must include the following:
      1. a fairness opinion must include:
        1. a general description of any valuation analysis performed by the opinion provider, or
        2. specific disclosure of a valuation opinion of another valuer which is being relied upon,
      2. the fairness opinion provider is not required to reach or disclose specific conclusions as to a valuation range or ranges in a fairness opinion,
      3. the conclusion section of the fairness opinion must include specific reasons for the conclusion that the subject transaction is fair or not fair to security holders, from a financial point of view, and
      4. support for each of these specific reasons described in clause 4276(2)(iii) must be contained in the body of the professional opinion in sufficient detail to allow the reader of the opinion to understand the principal judgments and principal underlying reasoning of the opinion provider in reaching its opinion as to the fairness of the transaction.

    4277. - 4299.  Reserved.

    There is no history log for this rule.

    There is no history log for this rule.