ClearPier: EDC gets the receiver it asked for before the CCAA

Cygobel Media Ltd. is an Israeli advertising agency that buys media programmatically for mobile apps, and the affidavit filed to open the CCAA singles out one corner of that market: "With expertise in sports betting and real-money gambling applications, Cygobel's hand-picked inventory ensures precision-targeted campaigns." KPM Technologies Ltd., another Israeli agency, had been Cygobel's competitor. The buyer of both was ClearPier Acquisition Corp., a Toronto holding company incorporated in April 2022, per the Affidavit of Jignesh Shah, sworn Mar. 31, 2025, paras. 14, 17–19, 25, 44. The money was Export Development Canada's: a US$20,100,000 term facility to buy Cygobel and KPM, US$14,800,000 for HangMyAds Lda., a Portuguese ad network, and C$30,545,000 to refinance what EDC had already lent to buy Pub Plus, an Israeli publisher that buys traffic and sends it to its own ad-bearing websites. In EDC's sworn account, CPAC made the acquisitions "without any funding from the shareholders," per the Affidavit of Mark Doyle, sworn Feb. 28, 2025, paras. 12, 18–23.

The company's account of what went wrong is that it bought in 2022, "at a time when the digital media advertising market was significantly profitable," and that in the following year revenues fell and media costs rose: the "pandemic bubble" had "exploded," cryptocurrency apps that did business with the group shut down, and rising rates increased what it owed EDC, per the Shah Affidavit, Mar. 31, 2025, paras. 53–54. EDC's affidavit says losses at Pub Plus and CPAC more than offset the positive EBITDA of certain other subsidiaries, and dates the missed loan payments from March 10, 2023. EDC delivered a demand and a notice of intention to enforce security under s. 244 of the Bankruptcy and Insolvency Act on February 27, 2024, gave two forbearances that ended without a transaction, and then applied to have Richter Inc. appointed receiver of CPAC and its parent, 1000238820 Ontario Inc., per the Doyle Affidavit, Feb. 28, 2025, paras. 2, 27, 29–30, 35–36. The companies proposed a CCAA filing instead, EDC consented, and Justice Conway granted the initial order on April 2, 2025, with a KPMG-assisted sale process to follow (Endorsement of Justice Cavanagh, July 29, 2026, para. 3; Endorsement of Justice Conway, Apr. 2, 2025, paras. 6, 19).

On July 29, 2026, EDC got the order it had first asked for. "Over a year later, the Debtors' proceedings under the CCAA have not generated any successful going concern transactions," Justice Cavanagh wrote. "EDC is the only creditor with an economic interest in the assets of the Debtors," and it is owed more than C$36 million and US$40 million by CPAC. He appointed Richter as receiver under s. 243 of the BIA and, in a second order, terminated the CCAA, per the Endorsement, July 29, 2026, paras. 4–5, 10–11, 14–17.

Two bidders for the Israeli agencies

KPMG Corporate Finance Inc. launched the sale process on April 30, 2025. The phase 2 bid deadline moved four times, from July 9 to August 5, and at the August 11 selection deadline the monitor and KPMG, consulting EDC and Royal Bank of Canada (lender to two affiliates in the process), found none of the phase 2 bids acceptable; a summary of them is under seal, per the Sixth Report of the Monitor, Dec. 11, 2025, paras. 20–21, 23–25, 81.

For Cygobel and KPM the Sixth Report then counts two contenders: "The only potential bidders for the assets and business of Cygobel and KPM were the Management Bidder and the Purchaser." The management bidder was management of the applicants. By the monitor's account it paid its deposit on October 23, 2025, about three and a half months late, kept terms in its draft agreement that EDC would not accept (any successful bid needed EDC's consent), and told the monitor on November 11 that neither an executable agreement nor proof of funds was coming, per the Sixth Report, Dec. 11, 2025, paras. 26–31. In the middle of that stretch, on October 9, EDC had obtained an order expanding the monitor's powers, as reported here on June 24; its grounds included a concern, in its own words, that Canadian management "was solely focused on their personal interests in concluding an unfunded management bid," per the Amended Notice of Application, July 22, 2026, para. 2(w).

The monitor, consulting EDC, signed the other bidder's share purchase agreement on CPAC's behalf on November 26, 2025. Recommending the deal, the Sixth Report described the purchaser, an individual, as "the former owner of Cygobel and KPM before they were acquired by CPAC" and "therefore very familiar with the businesses." He would pay US$3,555,000 for CPAC's shares in both companies, with a US$355,500 deposit, and before closing the two companies could send US$2,433,387.93 of their own cash up to CPAC as a cash sweep. The outside date was February 16, 2026. Closing also needed an Israeli Tax Authority certificate: no withholding on the price, 5% on the sweep and on earlier distributions to CPAC, per the Sixth Report, Dec. 11, 2025, paras. 32, 35, 40(c), 64 and App. C, ss. 2.2–2.3. KPMG agreed to take C$250,000 on the deal in place of its C$1,000,000 minimum fee.

Justice Conway approved the sale on December 17, 2025. The s. 36(3) factors and the Soundair principles had been met, she wrote: "The market was fully canvassed by the Monitor in accordance with the SISP." She accepted the monitor's view that the transaction would recover more than an alternative bid, a liquidation or a bankruptcy of the two companies, and approved paying $250,000 to KPMG and the rest of the proceeds to EDC, per the Endorsement of Justice Conway, Dec. 17, 2025, paras. 4, 6.

A tax form, a summons and an outside date

What happened to the deal after approval is told in the monitor's Seventh and Eighth Reports, which relay the purchaser's position in the monitor's words. Under Israeli corporate law the sweep needed reviewed or audited statements with a period end no more than six months before the distribution was declared. Cygobel and KPM had prepared no 2024 statements before the filing, so the monitor arranged for BDO Ziv Haft to audit 2024 and review the nine months to September 30, 2025, and for the 2023 and 2024 tax returns to be filed, per the Seventh Report of the Monitor, Mar. 24, 2026, paras. 24–27 and the Eighth Report of the Monitor, July 24, 2026, paras. 25–26.

The tax certificate needed the purchaser's signature on an Israeli Tax Authority form, sent to him on January 6, 2026; he said it could not go forward because he meant to assign the agreement to a new holding company. On February 10 he reported the incorporation complete, and the updated form went back to him two days later. On February 15, the day before the outside date, he told the monitor he had received a summons from the tax authority in an investigation into Cygobel and KPM's failure to file financial statements or tax returns for 2023 and 2024; the Eighth Report adds that he "was previously a director and/or officer of Cygobel and KPM before they were acquired by CPAC." He would not deliver the form, the monitor says, until his concerns about the investigation's effect on the businesses were addressed, per the Eighth Report, July 24, 2026, paras. 27, 30–31.

The monitor's position is that the agreement obliged him to sign and close regardless: he had to use his best efforts to satisfy the closing conditions, the business was being acquired "as is, where is," the late filings predated the agreement, and their status "was either known to the Purchaser or could have been discovered by the Purchaser through due diligence," per the Eighth Report, July 24, 2026, para. 32. In March, with the outside date passed, the agreement still stood; the monitor expected to close "in the near term" and warned that if the purchaser refused, "further direction from the Court may be required," per the Seventh Report, Mar. 24, 2026, paras. 22, 33. Justice Conway extended the stay to July 31, in part to let the transaction close (Endorsement of Justice Conway, Mar. 31, 2026, paras. 2–4).