The three-way takeover fight involving F.W. Woolworth Co., Brascan Ltd, and Edper Equities Ltd. took another unexpected turn today as trading was permitted to resume in Brascan shares.
Trading resumed on the Toronto and Montreal stock exchanges although a U.S. Securities and Exchange Commission 10-day cease-trading order remains in effect on the American Stock Exchange.
U.S. District Judge Pierre N. Leval signed an order in New York late today deleting two more sections of the temporary restraining order against Edper Equities Ltd.
One section had enjoined Edper from "taking any other steps in furtherance of the plan or conspiracy of the defendents . . . to interfere with Brascan U.S.A. Inc.'s proposed tender offer for the shares of F. Woolworth."
[The other section enjoined Edper from taking any steps to influence the management of or control of Brascan.]
Brascan A was Down $1.25 in Toronton as volume in the stock sank to about 100,000 shares. During the two days prior to a trading halt two week, more than 2 million shares churned through the Toronto market. Volume in Montreal today was bout 12,000 shares.
The Ontario Securities Commission (OSC) said it has no objection to a resumption of Brascan trading after receiving assurances from Edper concerning possible future purchases.
Brascan wants to buy Woolworth, the five-and-dime-store chain, for $1.125 billion. Woolworth is opposing the bid, Edper, which holds 31 percent of Brasca, also opposes the bid for Woolworth.
U.S. and Canadian trading in Brashcan was halted Wednesday after Edper bought 6.7 million Brascan shares on the Amex in a two-day buying binge in which it spent more than $170 million.
The huge purchases in New York got around Canadian takeover bid requirments and enable Edper to jump its holding in Brascan from 5 percent to more than 30 percent.
The OSC noted that Edper is prohibited from buying additional Brashcan Shares under a U.S. court order. The commission said "Edper representatives assured OSC that neither Edper nor its shareholders has any present intention to purchase additional shares if that order is terminated" and Edper "undertook to advise the OSC if a decision is made in the future to purchase any additional Brascan shares."
The OSC and U.S. authorities are cooperating "in a review of last week's Brascan purchase by Edper to determine whether those purchases were in full compliance with applicable in full compliance with appliancable legislation in Canada and the U.S .," The commission said.
The OSC added that it does not anticipate by Edper of Brascan sahres in Ontario without prior public announcements and compliance with appropriate procedures under Ontario law, and the Commission anticipates that regulatory authorities in other jurisdictions would adopt a similar position."