A non-resident partnership (Partnership 1) and its non-resident co-investors wished to acquire a Canadian public-company target (Target), whose only significant assets were non-resident subsidiaries (Subcos 1 and 2), and then eliminate this sandwich structure through the distribution of the Subcos to them. Accordingly, they capitalized a Canadian Buyco (Parent), which acquired the shares of Target under a Plan of Arrangement.
Parent then amalgamated with Target and the Subco shares were bumped under s. 88(1)(d). A disposition on the amalgamation under the local tax regime for the Subcos was avoided by not effecting a conventional amalgamation. Instead, the amalgamation was specified under the Plan of Arrangement to entail the continued existence of Target. The s. 88(1)(d) bump ruling effectively treated this as a good s. 87(11) amalgamation.