Patent Application
20090164431
The field of the present invention is information analysis, and specifically networks of entities and associations between the entities.
Very often people use the Internet to find out information about an entity, such as a person, a place, a company, or an event. A search for the information usually begins with a query request to a search engine, which results in a plurality of web documents. The search widens as web documents link to other web documents, and eventually a complex web of inter-related documents is discovered.
Thus a search for an entity of interest “A” first leads to a plurality of web documents, which relate A to other entities B, C, D, etc. These other entities in turn lead to another plurality of web documents. Eventually a network of entities, and associations between the entities, emerges. Such a network is referred to generically as a “social network”.
Generation of social networks often requires much manual work in order to piece together an accurate and complete network. It is of great advantage to automate the derivation of social networks. However, the success of manual derivation of social networks is based upon human inference and intuition, and many challenges arise when trying to automate the human processes.
One such challenge is discrimination between entities in different documents that have the same name. E.g., entities named “John Doe” may appear in two documents, and correspond to different people. Conversely, entities with different, but similar, names in two different documents may correspond to the same entity. E.g., entities named “John Q. Adams” and “John Quincy Adams” may correspond to the same person. Using inference and intuition, humans are able to perform the necessary discrimination. However, automated discrimination is a difficult task.
Aspects of the present invention provide a method and system for automated generation of social networks, which has excellent discrimination between entities in different digitally encoded documents. The present invention uses “social contexts” to discriminate between entities; i.e., entities that have significantly overlapping social contexts are presumed to correspond to the same entity.
The present invention relates to a computer implemented system for inferring and analyzing social networks. A graphical user interface receives a user query for an entity of interest, and outputs in response to the query a graphical network showing entities and associations related to the entity of interest. A search engine interface, coupled to the graphical user interface, transmits over a network the query to a search engine, and receives over the network from the search engine references to digitally encoded documents in response to the query. A named entity extractor receives the document references and downloads a selection of the digitally encoded documents, and generates a digitally encoded list of named entities referenced in the downloaded documents. A network inference module receives each list of named entities, and generates digitally encoded associations between the named entities in each list. An entity matcher operates on the associations to consolidate them in instances wherein differently named entities are determined to be the same named entity, and provides a resulting consolidated digitally encoded list of named entities and associations to the graphical user interface for display as a graphical network.
The social network analyzer of the present invention also computes risk factors for an entity of interest, based on the network of entities related to the entity of interest, and based on the associations between these entities. The risk factor for an entity of interest is derived by summing contributions from individual paths comprising one or more associations that traverse the graph from the entity of interest to each of the entities related thereto. The risk factor further depends on the number of associations in the individual path, the nature of the associations, and intrinsic risks related to entities in the path.
The present invention also provides a method for analyzing similarly named entities, that includes accessing two digitally encoded documents that each include references to a similarly named entity. For each of the two documents, the social contexts of the similarly named entity are derived based on information in the documents. The two social contexts are compared for significant overlap, and whether or not the similarly named entities refer to the same entity is determined based on the results of the comparing.
Definitions. As used in this description and the accompanying claims, the following terms shall have the meanings indicated, unless the context otherwise requires:
A “social network” refers to a social structure of entities that are associated by one or more types of relationships.
An “entity” is something that has a distinct, separate existence, but does not have to be a material object. In the context of the invention, entities may be, but are not limited to, such things as people, companies, places, events, dates, phone numbers, domain names, and ideas.
An “association” is a relationship between two entities, such as a family relationship, a business partnership, ownership, a legal relationship, or a financial relationship. Two entities may have more than one association.
The “social context” of an entity refers to the sum of the associations in the entity's social network.
A “graphical network” is a graphical display on a display device showing the social network for an entity of interest that has been inferred from the results of analyzing digitally encoded documents returned from one or more search engines in response to a query of the entity of interest.
A “risk factor” is a normalized likelihood that a negative event of some kind will occur to an entity over a period of approximately two years. The risk of negative events includes, but is not limited to, bankruptcy risk, criminal risk, and regulatory risk for publicly traded companies, which is a measure of the risk that the entity will be involved either now or in the future in fraudulent activity in the regulated financial markets.
A “selection” of documents may include some or all of the digitally encoded documents.
Aspects of the present invention relate to a computer implemented social network analyzer that receives as input a query from a user for information about an entity of interest, and generates as output to a display device a graphical network of entities related to the entity of interest and associations between these entities.
The social network analyzer generates its output by analyzing digitally encoded documents related to the entity of interest that are returned by one or more search engines. For example,
As shown in
Another embodiment of a graphical network 113 is shown in
Preferences menu 31 allows the user to select which search engine will be queried to supply the digitally encoded web documents that the social network analyzer will analyze in determining the social network of the entity of interest. In the embodiment illustrated, the search engines Yahoo, MSN, Alexa, and Technorati may be selected. As indicated in the figure, only Yahoo and MSN have been selected. In addition, Preferences menu 31 allows the user to select which entities in the entity of interest's social network will be displayed in the graphical network. In the embodiment illustrated, the different types of entities that may be selected for display in the graphical network include people, companies and organizations, phone numbers, email addresses, addresses, Internet domains, dates, geography, and all others. For example, in
Advanced menu 32 allows the user to control which digitally encoded web documents returned by the selected search engines in preferences menu 31 will be analyzed to determine the social network displayed in graphical network 113. The value entered into the “Star At:” box determines where in the list of documents returned by each selected search engine the social network analysis will begin. For example, if a value of “5” is entered into the “Star At:” box, the first four documents returned by each search engine will be ignored by the social network analyzer for the social network analysis. The value entered into the “How Many:” box determines how many documents, beginning with the “Start At” document, will be analyzed by the social network analyzer to determine the social network. For example, if a value of “5” is entered into the “Star At:” box, and a value of 10 is entered into the “How Many:” box, the 5th through the 14th document returned by each selected search engine will be analyzed to determine the social network displayed in graphical network 113.
Advanced menu 32 also allows the user to select terms to exclude from the search engine results. Many web search engines allow a user to specify search terms that a web document must include, and also to specify terms that a web document should not include. By entering terms into the “-Terms” box of Advanced menu 32, the social network analyzer will generate appropriate search queries for the search engines selected in Preferences menu 31, indicating that web documents containing the entered terms should not be returned in the search engine results.
Clicking on a “plus” sign 52 will display an expanded menu of entities 53 that are in the social network of entity 51, as determined by the social network analyzer from analysis of the web documents returned from the original Boaz Manor search engine results. Clicking on one of these entities 53 will generate a new query to the social network analyzer in which the entity of interest is the chosen entity from entities 51 and the original entity of interest. For example, clicking on “Jonathan Chevreau” in entity list 53 will generate a query to the social network analyzer for the entity of interest “‘Jonathan Chevreau’ and ‘Boaz Manor’”.
Clicking on the ‘j’ symbol 54 to the left of an entity 51 will display a graphical network 113 showing the social network of the entity 51, as determined by the social network analyzer from analysis of the web documents returned from the original Boaz Manor search engine results.
With reference to
Degrees of Separation 72 controls the path lengths that are displayed in graphical network 73. Path length is a measure of the number of intervening entities and associations between to two entities. For example, an entity connected by one association to another entity has a path length of one. An entity that is connected to another entity by an intervening entity and two associations has a path length of two. In a social network, two entities may be connected by several different paths of varying path lengths. In
In a preferred embodiment, the programming applets that form the basis of the Flash layouts of
The main function of social network analyzer 1110 is to parse and analyze the plurality of documents received from search engine 1120, and to generate a graphical network 113 for the entity of interest, such as the graphical network shown in
In an embodiment of the invention, named entity extractor 1103 in combination with network inference module 1104 operates as illustrated in the flowchart of
Based on text-based rules 1515 to identify proper names (typically by the first letter being in upper case, i.e., proper-cased) and regular expressions, each paragraph is analyzed to identify tokens that are proper-cased or that meet a regular expression rule 1520. The identified tokens are then classified into entity types based on the rules (e.g., first name, last name, phone number, etc.) 1520.
The rules 1515 allow named entity extractor 1103 to recognize various types of entities through regular expression matching, dictionary lookup, or a combination of the two. For example, email addresses, domain names, and telephone numbers are examples of entities that are recognized through regular expression matching. A proper name may be recognized through regular expression matching since the first letter of a proper name is usually capitalized, and often, the name is preceded by an honorific, such as “Mr.”, “Ms.”, or “Dr.” A geographical entity, such as a continent, country, state, or city, is recognized based on comparison to dictionaries. A company entity might be recognized by a combination of regular expression matching and dictionary lookup. For example, the entity might first be recognized by regular expression matching as a name entity since the first letter of the company name is capitalized. A further dictionary lookup might determine that the named entity is in fact a known company name. The rules include blacklisted words to ignore, such as words that are capitalized but are not part of the named entity (e.g., Sincerely, Dear, However, Hence, . . . ), and also whitelisted words, such as uncapitalized words that are likely part of a named entity (e.g., “of” as in United States of America). A set of noise words to ignore can also be identified, such as insignificant words due to their overly common usage (e.g., a, the, is, are). Although a disclosed embodiment uses regular expression matching and dictionary lookup techniques to recognize entities, any suitable technique or combinations of techniques that can extract and identify entities in a source document may be used. For example, natural language processing techniques that analyze sentences and extract syntactic phrasal constituent elements might be used to extract entities.
After entities have been identified and classified for a paragraph, network inference module 1104 infers associations between the entities in a paragraph from analysis of text location within the paragraph, and lexical analysis of paragraph text based on the rules 1515. Proceeding through the paragraph sentence by sentence 1520, named entities in a sentence and the association between them is identified. Each pair of entities and the association between them is then stored on a document basis 1530.
Associations are identified from text based on the rules 1515. An association can include, for example: profession (e.g., accountant, CFO, CEO); business association as part of a company (e.g., hired, fired, partner); business association between entities (e.g., bribed, sponsored, same address as, legal counsel to); personal between persons (e.g., friend, nanny, brother-in-law, aunt); family (e.g., son, wife, grandparent), inter-business association between companies (e.g., merged with, subsidiary, controlled by).
In the simplest case, a sentence has two named entities and an association identifier between them. A more complicated case occurs when a sentence has one or more entities with an association identifier, but the subject or object of the sentence is not an explicit entity. For example, the subject or object might be a back-reference, such as “he,” “she,” “they,” or a partial reference to an entity name, such as just a first or last name. In the case of a back-reference (he, she, they), the back reference is replaced with either the paragraph-level subject or with the document-level subject. The document-level subject is defined as the first named entity of the document, either a person or a company. The paragraph-level subject, which has precedence over the document-level subject, is determined by sentences that have a single named entity.
In the case of just a first or last name, the complete name is substituted for the first or last name back reference. If two entities have a family association and the second subject does not have a last name, then the second subject will take on the last name of the first subject. This will handle cases such as “George Bush and his wife Barbara.”
After all sentences in a paragraph have been analyzed to determine entities and associations, the process is repeated for the next paragraph in the document until all paragraphs have been analyzed 1535.
To properly consolidate all of the entity and association information derived from all of the retrieved web documents, social network analyzer 1110 includes an entity matcher 1105 that performs a disambiguation process that groups named entities and their associations extracted from the web documents that in fact refer to the same named entity. In an embodiment of the invention, the disambiguation process of entity matcher 1105 operates as illustrated in the flowchart of
With regards to the disambiguation process illustrated in
In the next several steps, different entries for the same entity are combined. After sorting 1615, each entity name is compared to the previous entity name to determine if it is a duplicate 1620. If the entity name is a duplicate, the social environments of the two entities are compared to determine if the two entities are in fact the same 1620. The social environments are compared by determining if both entities share one or more associations to another entity. For example, if both entities are associated with the same email address or the same telephone number, it is concluded that thee two entities are in fact the same entity. A threshold may be set on how many matches in the social environment are required before the entities are considered to be the same entity. Limits on path length may also be established when comparing social environments. Also, the nature of associations may be considered, such that only certain associations are taken into account. In a preferred embodiment, having one match in addition to the name match within two degrees of separation is sufficient to establish that the entities are the same.
If it is determined that the duplicate entity names are in fact the same entity 1620, all of the associations to the duplicate second entity name are redirected to the first entity, and the duplicate second entity is removed from the graph structure 1625. The next entity name is then similarly processed 1630 until all duplicate entity names have been removed. The next document is then added to the graph structure 1635, 1605, and the disambiguation process is repeated until all documents have been processed.
As an example of the disambiguation process of entity matcher 1105 and
By analyzing and comparing the social contexts, entity matcher 1105 determines, for example, that the first reference in
The social context of John Smith in the second reference indicates that:
By comparing the above two social contexts, entity matcher 1105 determines that there is a significant discrepancy between the two. Neither the DATES, nor the NATIONALITY, nor the PROFESSION match. Proceeding to the third reference to John Smith in
By comparing this third social context with the previous two contexts, entity matcher 1105 determines that there are significant overlaps in information between the first and the third social contexts. They have a common LOCATION, Jamestown; they have common DATES, 1580; and they have a common TITLE, Captain. Entity matcher 1105 thus infers that the John Smith referred to in the first reference, and the John Smith referred to in the third reference, are the same person.
Social contexts of entities, as used by entity matcher 1105, may be known in advance. For example, they may have been previously inferred, and recorded in a database. Alternatively, entity matcher 1105 may infer social contexts on the fly, based on information included in a document. In all cases, entity matcher 1105 infers that an entity referred to in Document A is the same entity referred to in Document B, if significant portions of the social context of the entity in Document A match corresponding portions of the social context of the entity in Document B.
After the disambiguation process of entity matcher 1105 has identified and eliminated duplicate entity names, entity matcher 1105 derives the various social networks represented by the associations between the entities. Although the web documents were retrieved in response to a search query on an entity of interest, there may be many different social networks represented by the entities and associations identified in the retrieved documents.
As shown in
If the association is not the first association, the entity cluster index values are analyzed. If one of the entity cluster index values is non-zero and the other value is zero 1725, this indicates that the entity with the non-zero value has already been assigned to a cluster. Therefore, the entity with the zero cluster index value is assigned to the same cluster by setting the zero cluster index value to the non-zero value.
If both entity cluster index values are zero (and this is not the first association) 1730, this indicates that neither entity has yet been assigned to a cluster. In this case, the entity cluster index values for both entities are assigned the current value of the index counter, and the index counter is incremented by 1. In this way, a new social network is identified and given a new cluster index value.
If both source entity cluster index value and the destination entity index value are non-zero 1735, this indicates that both entities have been assigned to different social networks. However, because the entities are connected by an association, these entities are in fact in the same social network. Therefore, all the entities associated with the source entity and all the entities associated with the destination entity should have the same entity cluster value. In a preferred embodiment of the invention, the entity cluster value of all entities associated with the destination entity is set to the entity cluster value of the source entity.
In addition to generating a graphical network for an entity of interest, social network analyzer 1110 also computes one or more risk factors for the entity of interest. Social network analyzer 1110 analyzes a variety of types of risks, including regulatory risk for publicly traded companies, bankruptcy risk and criminal risk. To this end, social network analyzer 1110 includes a risk evaluator 1106, which derives a risk factor for an entity of interest.
In accordance with an embodiment of the present invention, risk evaluator 1106 calculates a risk factor for an entity based on the entity's social network. Risk evaluator 1106 computes a cumulative risk for an entity of interest as a weighted sum of individual entity risks within the social network of the entity of interest. Several factors affect the cumulative risk of an entity. The longer the path length between two entities within a social network, the less impact the risk of one of the entities has upon the risk of the other. Path length is measured by the number of intervening entities and associations between two entities. For example, an entity connected by one association to another entity has a path length of one. An entity that is connected to another by an intervening entity has a path length of two. In a social network, two entities may be connected by several different paths having the same or different path lengths. In addition, different associations between entities have different weighting factors, and will affect cumulative risk in different ways. For example, if the association between two entities is that of a close relative, this association would have a higher weighting factor than if the association was that of casual acquaintance. Entities are also assigned an “intrinsic risk” based on known factors including inter alia regulatory history, criminal history, and ongoing litigation. Intrinsic risk can be determined, for example, by information in the web documents that are used to determine the social network of an entity.
In mathematical terms, the cumulative risk factor R(E), for an entity of interest E, is given by the equation:
where a represents one of the associations in the path of length k between entity of interest E and an entity e in the social network of E, w(a) is the weight assigned to the nature of that association, dk is an overall weight assigned to a path of length k, and r(e) is the normalized inherent risk of entity e in the social network of E. For each path length k, and for all entities e that are a path length of k away from E, the product of the weighting for each association in a path, a weighting assigned for the overall path length of k, and the inherent risk r(e) of entity e is calculated and summed. This calculation and summation is done for all entities e that are a path length of 1 away from entity E, then for all entities e that are a path length of 2 away, etc. The summations for each path length 1 through N are then summed together to determine a total cumulative risk factor R(E) for the entity of interest E. In one embodiment of the present invention based on the Watts and Strogatz model of a “small world” social network, N=6, and d(k)=(½)k. See, for example, Duncan J. Watts & Steven H. Strogatz, Collective dynamics of ‘small-world’ networks, Nature 393, 440-442 (4 Jun. 1998).
The social network of E corresponds to a graph, whose vertices are entities and whose edges are associations. In this respect, Equation 1 corresponds to the following algorithm:
For example, referring back to the social network 113 for Boaz Manor in
Based on Equation 1, a risk factor for Boaz Manor is computed by summing:
The parameters of Equation 1, including the level or path length limit, N, the weights assigned to the various types of associations, and the depth factors d(k), are determined by fitting the parameters to optimally match risks known from historical data.
At step 1310 a search engine is queried for documents related to the entity of interest. At step 1315 a plurality of documents are received from the search engine in response to the query from step 1310. At step 1320 each document received from the search engine is parsed and analyzed by extracting named entities from the document at step 1325, and by charting associations between the extracted named entities at step 1330. At step 1335 a determination is made whether there are more documents to process. If so, the method loops back to step 1320.
Otherwise, if all documents have been processed, the method advances to step 1340, where commonly named, or similarly named, entities extracted from different documents are matched, to determine whether they are the same entity. At step 1345 the results of the matching are combined into a social network of entities related to the entity of interest, and associations between these entities.
At step 1350 one or more risk factors for the entity of interest are computed, based on the social network derived at step 1345. A formula for such computation is given by Equation 1 hereinabove.
At step 1355 the user is provided with output in the form of a graph of the social network derived at step 1345, and the one or more risk factors computed at step 1350.
In the foregoing specification, the invention has been described with reference to specific exemplary embodiments. It will be evident, however, that various modifications and changes may be made to the specific exemplary embodiments without departing from the spirit and scope of the invention as set forth in the claims. Accordingly, the specification and drawings are to be regarded in as illustrative rather than restrictive.
It should be noted that devices may use communication protocols and messages (e.g., messages created, transmitted, received, stored, and/or processed by the device), and such messages may be conveyed by a communication network or medium. Unless the context otherwise requires, the present invention should not be construed as being limited to any particular communication message type, communication message format, or communication protocol. Thus, a communication message generally may include, without limitation, a frame, packet, datagram, user datagram, cell, or other type of communication message.
It should also be noted that logic flows may be described herein to demonstrate various aspects of the invention, and should not be construed to limit the present invention to any particular logic flow or logic implementation. The described logic may be partitioned into different logic blocks (e.g., programs, modules, functions, or subroutines) without changing the overall results or otherwise departing from the true scope of the invention. Often times, logic elements may be added, modified, omitted, performed in a different order, or implemented using different logic constructs (e.g., logic gates, looping primitives, conditional logic, and other logic constructs) without changing the overall results or otherwise departing from the true scope of the invention.
The present invention may be embodied in many different forms, including, but in no way limited to, computer program logic for use with a processor (e.g., a microprocessor, microcontroller, digital signal processor, or general purpose computer), programmable logic for use with a programmable logic device (e.g., a Field Programmable Gate Array (FPGA) or other PLD), discrete components, integrated circuitry (e.g., an Application Specific Integrated Circuit (ASIC)), or any other means including any combination thereof. In a typical embodiment of the present invention, predominantly all of the described logic is implemented as a set of computer program instructions that is converted into a computer executable form, stored as such in a computer readable medium, and executed by a microprocessor under the control of an operating system.
Computer program logic implementing all or part of the functionality previously described herein may be embodied in various forms, including, but in no way limited to, a source code form, a computer executable form, and various intermediate forms (e.g., forms generated by an assembler, compiler, linker, or locator). Source code may include a series of computer program instructions implemented in any of various programming languages (e.g., an object code, an assembly language, or a high-level language such as Fortran, C, C++, JAVA, or HTML) for use with various operating systems or operating environments. The source code may define and use various data structures and communication messages. The source code may be in a computer executable form (e.g., via an interpreter), or the source code may be converted (e.g., via a translator, assembler, or compiler) into a computer executable form.
The computer program may be fixed in any form (e.g., source code form, computer executable form, or an intermediate form) either permanently or transitorily in a tangible storage medium, such as a semiconductor memory device (e.g., a RAM, ROM, PROM, EEPROM, or Flash-Programmable RAM), a magnetic memory device (e.g., a diskette or fixed disk), an optical memory device (e.g., a CD-ROM), a PC card (e.g., PCMCIA card), or other memory device. The computer program may be fixed in any form in a signal that is transmittable to a computer using any of various communication technologies, including, but in no way limited to, analog technologies, digital technologies, optical technologies, wireless technologies (e.g., Bluetooth), networking technologies, and internetworking technologies. The computer program may be distributed in any form as a removable storage medium with accompanying printed or electronic documentation (e.g., shrink wrapped software), preloaded with a computer system (e.g., on system ROM or fixed disk), or distributed from a server or electronic bulletin board over the communication system (e.g., the Internet or World Wide Web).
Hardware logic (including programmable logic for use with a programmable logic device) implementing all or part of the functionality previously described herein may be designed using traditional manual methods, or may be designed, captured, simulated, or documented electronically using various tools, such as Computer Aided Design (CAD), a hardware description language (e.g., VHDL or AHDL), or a PLD programming language (e.g., PALASM, ABEL, or CUPL).
Programmable logic may be fixed either permanently or transitorily in a tangible storage medium, such as a semiconductor memory device (e.g., a RAM, ROM, PROM, EEPROM, or Flash-Programmable RAM), a magnetic memory device (e.g., a diskette or fixed disk), an optical memory device (e.g., a CD-ROM), or other memory device. The programmable logic may be fixed in a signal that is transmittable to a computer using any of various communication technologies, including, but in no way limited to, analog technologies, digital technologies, optical technologies, wireless technologies (e.g., Bluetooth), networking technologies, and internetworking technologies. The programmable logic may be distributed as a removable storage medium with accompanying printed or electronic documentation (e.g., shrink wrapped software), preloaded with a computer system (e.g., on system ROM or fixed disk), or distributed from a server or electronic bulletin board over the communication system (e.g., the Internet or World Wide Web).
The present invention may be embodied in other specific forms without departing from the true scope of the invention. Any references to the “invention” are intended to refer to exemplary embodiments of the invention and should not be construed to refer to all embodiments of the invention unless the context otherwise requires. The described embodiments are to be considered in all respects only as illustrative and not restrictive.
Headnote
Mutual Reliance Review System for Exemptive Relief Applications—Application under Section 104(2)(c) of the Securities Act (Ontario)—Exemption from Sections 95-100 of Securities Act (Ontario)—Opportunity to conduct safe income tuck-in transactions offered to all shareholders in connection with proposed arrangement transaction—Acquisition of “Holdco corporations” by issuer in exchange for the issuance of an equal number of securities of the issuer as held by the Holdco corporation exempt from the issuer bid requirements of the Act—Participating shareholders liable for all expenses related to the Holdco transactions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 95-100, 104(2)(c).
Sep. 14, 2006
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the issuer bid requirements of the Legislation in respect of the Safe Income Tuck-In Transactions (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are otherwise defined in this decision.
“Acquisition Sub” means 6575064 Canada Inc.;
“Act” means the Securities Act (Ontario);
“Arrangement” means the proposed arrangement under the provisions of section 192 of the CBCA as set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement or Section 5.1 of the Plan of Arrangement or made at the direction of the Court in the final order approving the Arrangement;
“Arrangement Agreement” means the Arrangement Agreement dated as of Aug. 4, 2006, between Parent, Acquisition Sub and Hummingbird and any amendment thereto made in accordance with such agreement;
“Arrangement Resolution” means the special resolution of Shareholders approving the Plan of Arrangement to be considered at the Meeting and set out in Appendix A to the Circular;
“Board” means the board of directors of Hummingbird;
“CBCA” means the Canada Business Corporations Act;
“Circular” means the management information circular of Hummingbird, including the notice of special meeting of Shareholders of Hummingbird dated Aug. 18, 2006 and all schedules, appendices and exhibits and all documents incorporated by reference therein;
“Decision Maker” means the local securities regulatory authority or regulator in each of the Jurisdictions;
“Dissent Rights” means rights of dissent with respect to Hummingbird Shares pursuant to and in the manner set forth in Section 190 of the CBCA and the Arrangement;
“Filer” means Hummingbird Ltd.;
“Holdco” means a newly-formed Canadian holding company holding Hummingbird Shares;
“Holdco Shareholder” means a Shareholder who beneficially owns Hummingbird Shares through one or more newly-formed Canadian holding companies;
“Hummingbird Shares” means the common shares in the capital of Hummingbird;
“Interim Order” means an interim order of the Ontario Superior Court of Justice (Commercial List);
“Issuer Bid Requirements” means the issuer bid provisions as set out in Sections 89 to 105 of the Act and the equivalent provisions of the Legislation of the other Jurisdictions;
“Jurisdictions” means, collectively, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Newfoundland and Labrador;
“Legislation” means the securities legislation of the Jurisdictions;
“Meeting” means the special meeting of Shareholders, and all adjournments and postponements thereof, called and held to consider and pass the Arrangement Resolution;
“Options” means options to acquire Hummingbird Shares granted under the Stock Option Plan;
“Parent” means Open Text Corporation;
“Plan of Arrangement” means the plan of arrangement substantially in the form of Schedule C to the Circular as amended or varied pursuant to the terms thereof;
“Safe Income Tuck-In Transaction” means the transaction described in paragraphs 17-20 of the Representations;
“Shareholders” means the holders of Hummingbird Shares;
“Stock Option Plan” means the 1996 Employee Stock Option Plan of Hummingbird;
“Tax Act” means the Income Tax Act (Canada); and
“TSX” means the Toronto Stock Exchange.
Representations
This decision is based on the following facts represented by the Filer:
1. Hummingbird, Parent and Acquisition Sub have entered into the Arrangement Agreement providing for the proposed arrangement involving Hummingbird, Parent and Acquisition Sub. The Arrangement would, subject to applicable shareholder, regulatory, and court approvals, effect an arrangement pursuant to the Plan of Arrangement under the CBCA pursuant to which, among other things, Acquisition Sub would acquire all of the issued and outstanding Hummingbird Shares at a price of US$27.85 per share.
2. Hummingbird was incorporated under the CBCA on Sep. 27, 1984 as 135748 Canada Inc. Its corporate name was changed to Voiceterm Inc. on Dec. 12, 1984, to Hummingbird Communications Ltd. on Feb. 20, 1985, and to Hummingbird Ltd. on Mar. 31, 2000.
3. Hummingbird's head office is located at 1 Sparks Avenue, North York, Ontario M2H 2W1.
4. Hummingbird is currently subject to the reporting requirements of the Act and is a “reporting issuer” under the Act and under the Legislation of each of the other Jurisdictions, and is not in default of its obligations as a reporting issuer under the Legislation of any of the Jurisdictions.
5. The authorized share capital of Hummingbird consists of an unlimited number of common shares and an unlimited number of preference shares issuable in series. As at Aug. 18, 2006, Hummingbird has issued and outstanding 17,618,199 Hummingbird Shares, each of which entitles the holder thereof to one vote at meetings of Shareholders other than those meetings where only the holders of shares of another class or of a particular series are entitled to vote. There are presently no preferred shares issued and outstanding.
6. In addition, as at Aug. 18, 2006, there are outstanding Options to purchase 1,226,537 Hummingbird Shares.
7. The Hummingbird Shares are listed on the National Association of Securities Dealers Automated Quotation Stock Market (NASDAQ) and the TSX under the symbols “HUMC” and “HUM”, respectively.
8. Pursuant to the Plan of Arrangement, at the effective time all of the outstanding Hummingbird Shares shall be transferred to Acquisition Sub in exchange for US$27.85 cash per share.
9. The Plan of Arrangement also provides that all Options that are outstanding immediately prior to the effective time of the Arrangement shall be deemed to be conditionally vested and will be transferred to Hummingbird in exchange for a cash payment from or on behalf of Hummingbird equal to the amount (if any) by which US$27.85 exceeds the exercise price payable under such Options (as converted into U.S. dollars pursuant to the Plan of Arrangement).
10. Holders of Hummingbird Shares may exercise rights of dissent with respect to such shares pursuant to and in the manner set forth in the Dissent Rights in connection with the Arrangement and the Interim Order. Holders of Hummingbird Shares who duly exercise such rights of dissent and who:
(a) are ultimately determined to be entitled to be paid fair value for their Hummingbird Shares shall be deemed to have transferred such Hummingbird Shares to Acquisition Sub, to the extent the fair value therefor is paid by Acquisition Sub on the effective date of the Arrangement; or
(b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Hummingbird Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Hummingbird Shares.
11. The special committee of the Board has unanimously determined that the Arrangement is fair to Shareholders and in the best interests of Hummingbird and has unanimously recommended that the Board approve the Arrangement and recommend that Shareholders vote for the resolution approving the Arrangement.
12. The Board (other than Andrew Malik who did not vote due to his employment as a Managing Director at Lehman Brothers Inc., a financial advisor to Hummingbird) has unanimously determined that the Arrangement is fair to Shareholders and in the best interests of Hummingbird. Accordingly, the Board has approved the Arrangement Agreement and unanimously recommends that shareholders vote for the Arrangement Resolution. All of the directors and executive officers of Hummingbird have advised Hummingbird that they intend to vote or cause to be voted all Hummingbird Shares beneficially held by them in favor of the Arrangement Resolution.
13. Hummingbird has obtained the Interim Order from the Court which requires that the Plan of Arrangement be approved by the Shareholders. The Interim Order provides for the calling and holding of the Meeting to vote on the Arrangement. It is also a condition to the closing of the Arrangement that a final order of the Court approving the Arrangement be granted.
14. The Arrangement will be effected by way of the Plan of Arrangement which will require the affirmative vote of at least 66⅔% of the votes cast by the holders of the Hummingbird Shares present in person or by proxy and entitled to vote at the Meeting.
15. In connection with the Meeting, Hummingbird has delivered the Circular to its Shareholders. The Circular contains a detailed description of the Arrangement and complies with applicable provisions of the CBCA and the Interim Order.
16. In connection with the Arrangement, a Shareholder may choose to incorporate a newly-formed Holdco, transfer to the Holdco all of his, her or its Hummingbird Shares and transfer to Hummingbird all of the issued and outstanding shares of the Holdco in exchange for the same number of new Hummingbird Shares as are held by the Holdco at the time of purchase and sale of the Holdco Shares (a Safe Income Tuck-In Transaction).
17. The purpose of a Safe Income Tuck-In Transaction is to enable Holdco Shareholders to achieve certain tax planning objectives relating to the ownership of their Hummingbird Shares. Such transactions are intended to allow a Holdco Shareholder access to the amount of “safe income” for purposes of the Tax Act attributable to the Holdco Shareholder's investment in Hummingbird Shares, without affecting the cost basis for tax purposes of Hummingbird Shares held by other Shareholders.
18. All costs and expenses incurred by Hummingbird, Parent, Acquisition Sub, or a Holdco in connection with the Safe Income Tuck-In Transactions will be paid for by the participating Holdco Shareholders. Such Holdco Shareholders will be required to indemnify Hummingbird, Parent, Acquisition Sub and the relevant Holdco for any liabilities that any of them may incur in connection with the Safe Income Tuck-In Transactions and to provide a release of Hummingbird, Parent, Acquisition Sub and such Holdco.
19. Following completion of the Safe Income Tuck-In Transactions, the Holdco Shareholders will own the same number of Hummingbird Shares that they each owned immediately prior to the Safe Income Tuck-In Transactions and will have the same rights and benefits in respect of such shares that each had immediately prior to the Safe Income Tuck-In Transactions.
20. The Safe Income Tuck-in Transactions must be completed no later than five business days prior to the effective date of the Arrangement.
21. Hummingbird intends to wind-up each Holdco acquired by it pursuant to the Safe Income Tuck-In Transactions under the CBCA prior to the effective time of the Arrangement.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.
“Paul M. Moore”
“Suresh Thakrar”
This patent application claims priority to U.S. Provisional Patent Application No. 61/007,090 filed Dec. 10, 2007, the disclosure of which is incorporated by reference herein in its entirety.
| Number | Date | Country | |
|---|---|---|---|
| 61007090 | Dec 2007 | US |
