THE HOULIHAN LOKEY OPINION DOES NOT ADDRESS MAYOR’S UNDERLYING BUSINESS DECISION TO EFFECT THE MERGER OR THE UNDERLYING BUSINESS DECISION OF THE SPECIAL COMMITTEE OR THE BOARD OF DIRECTORS TO ENDORSE THE MERGER, NOR DOES IT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER THE STOCKHOLDER SHOULD VOTE IN FAVOR OF THE MERGER.

      The summary set forth above describes the material points of more detailed analyses performed by Houlihan Lokey in arriving at its fairness opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and application of those methods to the particular circumstances and is therefore not readily susceptible to summary description. In arriving at its opinion, Houlihan Lokey made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Houlihan Lokey believes that its analyses and summary set forth herein must be considered as a whole and that selecting portions of its analyses, without considering all analyses and factors, or portions of this summary, could create an incomplete and/or inaccurate view of the processes underlying the analyses set forth in Houlihan Lokey’s fairness opinion. In its analyses, Houlihan Lokey made numerous assumptions with respect to Mayor’s, Birks, the transaction, industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the respective entities. The estimates contained in such analyses are not necessarily indicative of actual values or predictive of future results or values, which may be more or less favorable than suggested by such analyses. Additionally, analyses relating to the value of businesses or securities of Mayor’s or Birks are not appraisals. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty.

Financial Projections Provided to Houlihan Lokey

      THE FOLLOWING PROJECTIONS WERE PREPARED FOR THE USE OF HOULIHAN LOKEY IN ITS CAPACITY AS FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE AND ARE INCLUDED ONLY BECAUSE THEY WERE SO USED. THE PROJECTIONS REFLECT NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY FROM THE PROJECTIONS. SEE “RISK FACTORS” ELSEWHERE IN THIS PROXY STATEMENT/ PROSPECTUS.

      As discussed above, Houlihan Lokey relied on financial projections prepared by Birks’ and Mayor’s management in performing its analyses. The projections prepared by Birks’ management reflected the best estimates of Birks’ management as to the future results of Birks, excluding Mayor’s and its subsidiaries. The projections prepared by Mayor’s management reflected the best estimates of Birks’ management as to the future results of Mayor’s. The projections prepared by Birks’ and Mayor’s management for Houlihan Lokey contained the following estimates of net sales, gross profit, EBITDA and net income for the fiscal years ending March 25, 2006 and March 31, 2007.

      While the projections provided to Houlihan Lokey regarding Birks exclude the results of Mayor’s and its subsidiaries, Birks’ consolidated financial statements and financial data included elsewhere in this proxy statement/ prospectus include the results of Mayor’s, subject to the deduction of the minority interest. Additionally, while the projections regarding Birks were prepared in accordance with accounting principles generally accepted in Canada, Birks’ consolidated financial statements and financial data included elsewhere in this proxy statement/ prospectus were prepared in accordance with U.S. GAAP. Therefore, the projections provided to Houlihan Lokey regarding Birks are not directly comparable to either Birks’ consolidated financial statements and financial data included elsewhere in this proxy statement/ prospectus or the projections provided to Houlihan Lokey regarding Mayor’s.

      The financial projections presented to Houlihan Lokey were prepared under market conditions as they existed as of approximately March 2005 and the preceding months. These projections reflect management of Birks’ and management of Mayor’s reasonable estimates and are not indicative, and should not be assumed to be indicative, of Birks’ future results, Mayor’s future results or the results of Birks following the merger.

      Birks and Mayor’s do not as a matter of course make public their projections as to future performance or earnings. The projections referred to above were not prepared with a view to public disclosure, and are included in this proxy statement/ prospectus because such information was not otherwise publicly available and was provided to Houlihan Lokey and the special committee. The projections were not prepared with a view to compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts, or generally accepted accounting principles. Neither the independent auditors of Birks and Mayor’s, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projections.

      The projections are forward-looking statements that are subject to certain risks and uncertainties and should be read with caution. See “Cautionary Statement Regarding Forward-Looking Statements,” and “Risk Factors.” The projections are subjective in many respects and thus susceptible to interpretation and periodic revision based on actual experience and recent developments. While presented with numeric specificity, the projections reflect numerous assumptions made by the managements of Birks and Mayor’s with respect to industry performance and competition, general business, economic, market and financial conditions, foreign currency exchange rates, and other matters, all of which are difficult to predict, and many of which are beyond the control of Birks and Mayor’s. As a result, actual results may be materially greater or less than those contained in the projections provided to Houlihan Lokey.

      For these reasons, the inclusion of the projections in this document should not be regarded as an indication that Birks, Mayor’s, any recipient of the projections or their respective affiliates or representatives, considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Except to the extent required under the federal securities laws, Birks’ and Mayor’s do not intend to make publicly available any update or other revisions to the projections to reflect the circumstances existing after the date of the preparation of the projections or the occurrence of future events even in the event that any or all of the assumptions are shown to be in error.

Birks’ Reasons for the Merger and Negative Factors Considered

      Birks supports the proposed merger of Birks and Mayor’s because the merger will:

      Birks believes the merger will allow Birks to more effectively compete within the fragmented $50.0 billion North American jewelry market. Specifically, Birks believes that the larger scale resulting from the merger should allow increased access to capital markets, which may reduce the cost of capital. Birks also believes the larger platform will allow it to more effectively pursue its strategy of internal growth and enhance its ability to make selective acquisitions, each of which Birks believes will increase potential net sales growth and gross profit expansion and allow for further leveraging of its fixed costs. In addition, the merger will allow Birks to effectively complete the organizational integration that it began when Birks acquired the majority interest in Mayor’s in August 2002.

      In particular, Birks believes the merger will unify management and shareholder interests and eliminate focus on the profitability of Birks versus the profitability of Mayor’s, which sometimes may conflict. For example, Birks believes the merger will eliminate internal constraints on the allocation of resources, including financial and managerial resources, which will allow Birks to improve the return on resources invested. Similarly, Birks believes the unification of management and shareholder interests will allow it to further consolidate its vendor base and enhance its design and manufacturing capability, to improve its supply chain and expand gross margins. For these reasons, Birks believes the merger is in the best interests of all shareholders of Birks and Mayor’s.

      The only material negative factor considered by Birks was the possibility that Mayor’s minority stockholders may react negatively to receiving the shares of a foreign company. However, given the significant number of Canadian companies that are public in the United States, the similarity of Birks and Mayor’s corporate statutes and that the transaction would preserve the tax attributes of Birks and would not be taxable to Mayor’s stockholders, Birks concluded that the fact that it is a Canadian company should not be an impediment to the merger.

Interests of Mayor’s Executive Officers and Directors in the Merger

      Mayor’s Executive Officers and Directors. When Mayor’s stockholders consider Mayor’s board of directors’ recommendation to vote in favor of approval and adoption of the merger agreement, Mayor’s stockholders should be aware that Mayor’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of other Mayor’s stockholders. Several of Mayor’s directors and officers are also directors and officers of Birks.

      Mayor’s Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, Group Vice President–Finance, Group Vice President–Supply Chain Operations, Group Vice President–Strategy and Business Integration, Group Creative Director and other members of Mayor’s management serve in similar capacities for Birks. The Vice President–Retail also serves in similar capacity for Birks as for Mayor’s and Mayor’s Group Vice President–Category Management will assist Birks in the category management of Birks’ branded watch business. In addition, Thomas A. Andruskevich, Chairman of Mayor’s board of directors, and its President and Chief Executive Officer, and Filippo Recami, a director of Mayor’s, serve as directors of Birks.

      In addition, Thomas A. Andruskevich, Chief Executive Officer of Birks and Chief Executive Officer and director of Mayor’s, is party to an agreement with Birks which gives him the right to purchase Birks Class A voting shares representing up to 2% of the total outstanding equity of Birks. This option is fully anti-dilutive, except with respect to issuances of stock-based compensation, which means that the number of Class A voting shares underlying the option will increase upon issuance by Birks of additional equity. For example, the number of Birks Class A voting shares underlying Mr. Andruskevich’s option will increase from 439,532 to 476,727, an increase of 8.5%, as a result of the merger.

      In recognition of this potential conflict of interest, Mayor’s board of directors formed the special committee to consider and evaluate the merger agreement and the merger and make its recommendation to the board of directors.

      Representation on Birks’ Board of Directors. The Birks directors immediately prior to the merger will remain directors immediately following consummation of the merger. The merger agreement provides that Birks shall cause its board of directors, within twelve months of consummation of the merger, to be comprised of a majority of independent directors under the applicable definitions of the SEC and the American Stock Exchange. If Mayor’s stockholders approve and adopt the merger agreement, Emily Berlin, Elizabeth M. Eveillard, Massimo Ferragamo and Ann Spector Lieff, all of whom are currently directors of Mayor’s, have agreed to join the Birks board of directors. If at the time of consummation of the merger the Birks board of directors would not be comprised of a majority of independent directors, Filippo Recami has agreed to resign from the board, which would result in a majority of the Birks directors being independent.

      Officers of Birks. The existing officers of Birks will remain in such positions as described under “Management of Birks” immediately following consummation of the merger.

      Representation on Mayor’s Board of Directors. Upon consummation of the merger, the directors of Merger Co. will replace the current members of Mayor’s board of directors and form the board of directors of the surviving corporation. The directors of Merger Co. are Thomas A. Andruskevich, Gerald Berclaz, Davide Barberis Canonico and Carlo Coda-Nunziante.

      Officers of Mayor’s. The merger agreement provides that the current officers of Mayor’s will remain officers of the surviving corporation immediately following the effective time of the merger.

      Birks’ Directors and Executive Officers. The directors and executive officers of Birks are as follows: Thomas A. Andruskevich, President, Chief Executive Officer, and Director; Michael Rabinovitch, Chief Financial Officer; Lawrence Litowitz, Principal Financial Officer and Principal Accounting Officer; Daisy Chin-Lor, Senior Vice President and Chief Marketing Officer; Carlo Coda-Nunziante, Group Vice President for Strategy and Business Development; Randolph Dirth, Group Vice President, Merchandising; John C. Orrico, Group Vice President, Supply Chain Operations; Marco I. Pasteris, Group Vice President, Finance; Sabine Bruckert, Vice President, General Counsel and Corporate Secretary; Jocelyn Désy, Vice President, Corporate Sales; Hélène Messier, Vice President, Human Resources; Albert J. Rahm, II, Vice President, Retail Store Operations; Dr. Lorenzo Rossi di Montelera, Chairman of the board of directors; Shirley A. Dawe, Director; Margherita Oberti, Director; Peter R. O’Brien, Director; and Filippo Recami, Director.

      Treatment of Stock Options, Warrants and Other Stock Awards. Each option and warrant to acquire shares of Mayor’s common stock and each other award based on Mayor’s common stock outstanding immediately prior to the effective time of the merger, including options and warrants held by Mayor’s officers and directors, will be converted into an option, warrant or other stock-based award to acquire the number of Birks Class A voting shares obtained by multiplying (x) the number of shares of Mayor’s common stock subject to such Mayor’s option, warrant or other stock-based award by (y) the exchange ratio of 0.08695 (rounded downward to the nearest whole share). The per share exercise price of converted options will be obtained by dividing (A) the per share exercise price of Mayor’s option by (B) the exchange ratio of 0.08695 (rounded upward to the nearest whole cent). Each converted option will be governed by the same terms and conditions as those in effect immediately prior to the effective time of the merger under the relevant Mayor’s stock plan or agreement. In addition, all shares of Mayor’s restricted common stock granted under a Mayor’s stock plan and outstanding immediately prior to the effective time of the merger will be converted into Birks Class A voting shares and be governed by the same terms and conditions as those in effect immediately prior to the effective time of the merger under the relevant Mayor’s stock plan or agreement.

      Indemnification and Insurance. The merger agreement provides that the surviving corporation in the merger will retain the current provisions in Mayor’s by-laws governing indemnification of present and former officers and directors of Mayor’s. The merger agreement also provides that Birks will maintain in effect for six years the directors’ and officers’ liability insurance maintained by Mayor’s at the effective time of the merger (provided that the surviving corporation may substitute policies that are materially no less favorable)

with respect to matters that occurred prior to the effective time of the merger; provided that in no event will Birks be required to expend more than an amount per year equal to 200% of current annual premiums provided by Mayor’s for such insurance. In addition, if Mayor’s stockholders approve and adopt the merger agreement, Emily Berlin, Elizabeth M. Eveillard, Massimo Ferragamo and Ann Spector Lieff, all of whom are currently directors of Mayor’s, have agreed to join the Birks board of directors. Birks has agreed to indemnify each of these individuals in respect of any loss resulting from their agreeing to join the Birks board.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

      In the opinion of Holland & Knight LLP, counsel to Mayor’s, the material U.S. federal income tax consequences of the merger to U.S. Holders (as defined below) who will exchange their Mayor’s common stock for Birks Class A voting shares, and the material U.S. federal income tax consequences of the ownership and disposition of Birks Class A voting shares will be as follows. The discussion is based on the U.S. Internal Revenue Code of 1986, referred to in this proxy statement/ prospectus as the Code, applicable Treasury regulations, administrative rulings and pronouncements and judicial decisions currently in effect, all of which could change. Any change, which may be retroactive, could result in U.S. federal income tax consequences different from those discussed below. The discussion of tax consequences is also based on representations made by Birks and Mayor’s. If any of those representations is inaccurate, the tax consequences of the merger could differ from those described below. The discussion is not binding on the Internal Revenue Service, and there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described below.

      Except where specifically noted, the discussion below does not address the effects of any state, local or non-U.S. tax laws (or other tax consequences such as estate or gift tax consequences). The discussion does not address the tax consequences of any transaction other than the merger, including transactions completed prior to or after the merger (whether or not such transactions are in connection with the merger). In addition, the discussion below relates to persons who hold Mayor’s common stock and will hold Birks Class A voting shares as capital assets within the meaning of Section 1221 of the Code. The tax treatment of those persons may vary depending upon the holder’s particular situation, and some holders may be subject to special rules not discussed below. Those holders would include, for example:

      Holders should consult their own tax advisors concerning the U.S. federal income tax consequences of the merger and the ownership of Birks Class A voting shares in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

      As used in this proxy statement/ prospectus, the term “U.S. Holder” means a beneficial holder of Mayor’s common stock that is (1) an individual who is a U.S. citizen or U.S. resident alien, (2) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision of the United States, (3) an estate which is subject to U.S. federal income tax on its worldwide income regardless of its source or (4) a trust (x) that is subject to primary supervision of a court within the United States and the control of one or more U.S. persons as described in section 7701(a)(30) of the Code or (y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

      If a partnership holds Mayor’s common stock, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships that hold Mayor’s common stock should consult their tax advisors regarding the U.S. federal income tax consequences to them of the merger.

      For U.S. federal income tax purposes, the merger will qualify as a tax-free reorganization under Section 368(a) of the Code. It is a condition to completion of the merger that Mayor’s receive an opinion from its legal counsel or counsel to the special committee that (i) the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and each of Birks and Mayor’s will be a party to the reorganization, and (ii) the conversion of Mayor’s common stock into Birks Class A voting shares in the merger generally will not result in the recognition of gain under Section 367 of the Code (except as described below, in the case of a 5% transferee shareholder). Mayor’s will not waive this closing condition without resoliciting shareholder approval of the merger after appropriate disclosure.

      In accordance with the tax opinion that Mayor’s expects to receive at the closing of the merger, the material U.S. federal income tax consequences of the merger to U.S. Holders will be as follows:

      If a Mayor’s stockholder acquired different blocks of Mayor’s common stock at different times and at different prices, the basis and holding period in the Birks Class A voting shares may be determined with reference to each block of Mayor’s common stock.

      The tax opinion that Mayor’s will receive before completion of the merger will not be binding on the Internal Revenue Service or the courts, and no rulings will be sought from the Internal Revenue Service regarding the U.S. federal income tax consequences of the merger. Accordingly, there can be no complete assurance that the Internal Revenue Service will not challenge the conclusion set forth in the tax opinion or that a court would not sustain such a challenge.

      A U.S. Holder of Mayor’s common stock that receives cash instead of a fractional share generally will be treated as having received a fractional share and then as having sold the fractional share for cash in the

market. Such stockholder will generally recognize capital gain or loss on any cash received in lieu of a fractional share equal to the difference between the amount of cash received and the basis allocated to that fractional share. Such capital gain or loss will constitute long-term capital gain or loss if the stockholder’s holding period in Mayor’s common stock surrendered in the merger is greater than one year as at the effective time of the merger. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be subject to a maximum rate of U.S. federal income tax of 15%.

      Non-corporate U.S. Holders of Mayor’s common stock may be subject to information reporting and backup withholding at a 28% rate on any cash payments received in lieu of a fractional Birks share. These U.S. Holders will not be subject to backup withholding, however, if they:

      Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against that holder’s U.S. federal income tax liability, provided the required information or appropriate claim for refund is furnished to the Internal Revenue Service.

      A U.S. Holder of Mayor’s common stock that receives Birks Class A voting shares in the merger will be required to retain records pertaining to the merger and will be required to file with its U.S. federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to the merger.

Material U.S. Federal Income Tax Consequences of Owning and Disposing of Birks Class A Voting Shares

      Subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of dividends paid to U.S. Holders of Birks Class A voting shares, including amounts withheld to reflect Canadian withholding taxes, will be treated as dividend income to these U.S. Holders, to the extent paid out of current or accumulated earnings and profits, as determined under U.S. federal income tax principles. This income will be includable in the gross income of a U.S. Holder on the day actually or constructively received by the U.S. Holder. Dividends generally will not be eligible for the dividends received deduction allowed to corporations upon the receipt of dividends distributed by U.S. corporations.

      Subject to certain conditions and limitations, Canadian withholding taxes on dividends may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the Birks Class A voting shares will be treated as income from sources outside the United States and generally will constitute “passive income.” Special rules apply to certain individuals whose foreign source income during the taxable year consists entirely of “qualified passive income” and whose creditable foreign taxes paid or accrued during the taxable year do not exceed $300 ($600 in the case of a joint return). Further, in certain circumstances, a U.S. Holder that (1) has held Birks Class A voting shares for less than a specified minimum period during which it is not protected from risk of loss, (2) is obligated to make payments related to the dividends with respect to positions in substantially similar or related property or (3) holds the Birks Class A voting shares in arrangements in which the U.S. Holder’s expected economic profit, after non-U.S. taxes, is insubstantial will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on Class A voting shares.

      To the extent that the amount of any distribution exceeds Birks’ current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the Birks Class A voting shares (thereby increasing the amount of gain, or

decreasing the amount of loss, to be recognized by the U.S. Holder on a subsequent disposition of the Class A voting shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. Consequently, under the Code, a distribution in excess of Birks’ current and accumulated earnings and profits would not give rise to foreign source income and a U.S. Holder would not be able to use the foreign tax credit arising from any Canadian withholding tax imposed on that distribution unless that credit can be applied (subject to applicable limitations) against U.S. tax due on other foreign source income in the appropriate category for foreign tax credit purposes. Under the U.S.-Canada income tax treaty, however, the gain may be treated as foreign source income and therefore a different result may be achieved.

      With respect to certain U.S. Holders who are not corporations, including individuals, certain dividends received before January 1, 2009 from a qualified foreign corporation may be subject to reduced rates of taxation. A “qualified foreign corporation” includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury determines to be satisfactory for these purposes and which includes an exchange of information program. U.S. Treasury guidance indicates that the current income tax treaty between Canada and the United States meets these requirements, and Birks believes it is eligible for the benefits of that treaty. In addition, a foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury guidance indicates that Birks Class A voting shares, which are expected to be listed on the American Stock Exchange in connection with the merger, would, when so listed, be readily tradable on an established securities market in the United States. Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of the trading status of Birks Class A voting shares. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. U.S. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances. The rules governing the foreign tax credit are complex. Certain U.S. Holders of Birks Class A voting shares may not be able to claim a foreign tax credit with respect to amounts withheld for Canadian withholding taxes. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

      For U.S. federal income tax purposes, subject to the rules relating to PFICs described below, a U.S. Holder generally will recognize taxable gain or loss on any sale or exchange of Birks Class A voting shares in an amount equal to the difference between the amount realized for the Birks Class A voting shares and the U.S. Holder’s tax basis in such shares. This gain or loss will be capital gain or loss and generally will be treated as U.S. source gain or loss. Long-term capital gains recognized by certain U.S. Holders who are not corporations, including individuals, generally will be subject to a maximum rate of U.S. federal income tax or 15%. The deductibility of capital losses is subject to limitations.

      Birks believes that Birks Class A voting shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, and it expects to continue its operations in such a manner that it will not be a PFIC. In general, a company is considered a PFIC for any taxable year if either (i) at least 75% of its gross income is passive income or (ii) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. The 50% of value test is based on the average of the value of Birks’ assets for each quarter during the taxable year. If Birks owns at least 25% by value of another company’s stock, it will be treated, for purposes of the PFIC rules, as owning its proportionate share of the assets and receiving its proportionate share of the income of that company. Based on the nature of the income, assets

and activities of Birks, and the manner in which it plans to operate its business in future years, Birks does not expect that it will be classified as a PFIC for any taxable year.

      If, however, Birks is or becomes a PFIC, U.S. Holders could be subject to additional U.S. federal income taxes on gain recognized with respect to the Birks Class A voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred by the U.S. Holder under the PFIC rules.

      In general, information reporting requirements will apply to dividends in respect of Birks Class A voting shares or the proceeds received on the sale, exchange, or redemption of Birks Class A voting shares paid within the United States (and in certain cases, outside of the United States) to U.S. Holders other than certain exempt recipients (such as corporations), and a 28% backup withholding tax may apply to these amounts if the U.S. Holder fails to provide an accurate taxpayer identification number, to report dividends required to be shown on its U.S. federal income tax returns or, in certain circumstances, to comply with applicable certification requirements. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided that the required information or appropriate claim for refund is furnished to the Internal Revenue Service.

MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

      The following discussion is a summary of the material Canadian federal income tax considerations under the Income Tax Act (Canada) (referred to in this proxy statement/ prospectus as the Canadian Tax Act) of the conversion of Mayor’s common stock into Birks Class A voting shares (and cash in lieu of a fractional Birks Class A voting share) in the merger and the ownership of Birks Class A voting shares received pursuant to the merger, generally applicable to holders of Mayor’s common stock who, for purposes of the Canadian Tax Act and at all relevant times, are not and are not deemed to be resident in Canada, hold Mayor’s common stock and will hold Birks Class A voting shares as capital property, deal at arm’s length with Birks and Mayor’s and who do not use or hold and are not deemed to use or hold Mayor’s common stock or the Birks Class A voting shares in connection with carrying on business in Canada and for whom neither Mayor’s common stock nor the Birks Class A voting shares are “designated insurance property” under the Canadian Tax Act (referred to in this proxy statement/ prospectus as Non-resident holders). This discussion does not apply to a non-resident insurer that carries on business in Canada and elsewhere.

      This summary is based upon the current provisions of the Canadian Tax Act, the regulations under the Canadian Tax Act, all specific proposals to amend the Canadian Tax Act and the regulations publicly announced by the Minister of Finance prior to the date of this proxy statement/ prospectus and the current published administrative and assessing practices of the Canada Revenue Agency. This summary does not otherwise take into account or anticipate any change in law, whether by legislative, governmental or judicial action, nor does it take into account or consider any provincial, territorial or foreign income tax legislation or considerations.

      This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to holders of Mayor’s common stock. Accordingly, holders of Mayor’s common stock should consult their own tax advisors with respect to their particular circumstances.

      The conversion of Mayor’s common stock into Birks Class A voting shares (and cash in lieu of a fractional share) pursuant to the merger will not give rise to tax for a Non-resident holder under the Canadian Tax Act.

      Dividends paid or credited (or deemed to have been paid or credited) on the Birks Class A voting shares to a Non-resident holder will be subject to non-resident withholding tax under the Canadian Tax Act of 25% of the gross amount of those dividends (subject to reduction in accordance with an applicable international tax treaty between Canada and the Non-resident holder’s country of residence). Where the Non-resident holder is a resident of the United States for purposes of the Canada-United States Income Tax Convention (1980) (referred to in this proxy statement/ prospectus as the Convention), the rate of this withholding tax is generally reduced to 15%. Under the Convention, dividends paid to certain religious, scientific, literary, educational or charitable organizations and certain pension organizations that are resident in, and generally exempt from taxation by, the United States, are generally exempt from Canadian non-resident withholding tax. Provided that certain administrative procedures are observed by such an organization, Birks would not be required to withhold tax from dividends paid or credited to the organization.

      A Non-resident holder will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized by that Non-resident holder on a disposition of a Birks Class A voting share, unless the Birks Class A voting share constitutes “taxable Canadian property” of the Non-resident holder for purposes of the Canadian Tax Act and the Non-resident holder is not entitled to relief under an applicable tax treaty. Provided that, at the time of disposition, the Birks Class A voting shares are listed on a prescribed stock exchange (which includes the Toronto Stock Exchange and the American Stock Exchange), the Birks Class A voting shares will generally not constitute taxable Canadian property to a Non-resident holder unless, at any time during the 60-month period immediately preceding the disposition of the Birks Class A voting shares, the holder, persons with whom the holder does not deal at arm’s length or the holder together with those persons, owns not less than 25% of the issued shares of any class or any series of shares of the capital stock of Birks.

      Even if the Birks Class A voting shares are taxable Canadian property to a Non-resident holder, the Convention will generally exempt a Non-resident holder who is a resident of the United States for purposes of the Convention from tax under the Canadian Tax Act on any capital gain arising on the disposition of a Birks Class A voting share unless the value of the Birks Class A voting shares at the time of disposition is derived principally from real property situated in Canada.

MERGER FEES, COSTS AND EXPENSES

      All expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses, whether or not the merger or any other transaction is consummated, except that Mayor’s and Birks will each pay one-half of all expenses relating to printing, filing and mailing the registration statement and this proxy statement/ prospectus and all SEC and other regulatory filing fees incurred in connection with the registration statement and this proxy statement/ prospectus. In the event, however, the merger agreement is terminated by Mayor’s (i) upon the registration statement not being declared effective under the Securities Act of 1933 by December 31, 2005 for reasons unrelated to Mayor’s and its subsidiaries, or (ii) upon Birks Class A voting shares not being authorized for listing on the American Stock Exchange for reasons unrelated to Mayor’s and its subsidiaries, Birks will reimburse Mayor’s for all of Mayor’s expenses.

NO DISSENTERS’ RIGHTS OF APPRAISAL

      The Delaware General Corporation Law, referred to in this proxy statement/ prospectus as the DGCL, provides that in some mergers, stockholders who do not vote in favor of a merger and who comply with a series of statutory requirements have the right to receive, instead of the merger consideration, the fair value of their shares as appraised by the Delaware Court of Chancery, payable in cash. However, this right to appraisal is not available under the DGCL to holders of Mayor’s common stock in connection with the merger because Mayor’s common stock will be listed on the American Stock Exchange on the record date for

the special and annual meeting and Birks Class A voting shares will be listed on the American Stock Exchange at the time of the merger.

STOCK EXCHANGE LISTING

      Birks Class A voting shares are not currently listed for trading on any U.S. or foreign stock exchange. Birks is obligated under the merger agreement to promptly prepare and submit to the American Stock Exchange a listing application covering the Birks Class A voting shares, including the Birks Class A voting shares issued in the merger and pursuant to Mayor’s options and warrants that will be converted to Birks stock options and Birks warrants pursuant to the merger agreement. Birks is obligated to use its reasonable best efforts to cause the Birks Class A voting shares to be approved for listing on the American Stock Exchange. In addition, it is a condition to the closing of the merger that these shares be approved for listing on the American Stock Exchange, subject to official notice of issuance. Birks has filed an original listing application with the American Stock Exchange. The American Stock Exchange has reserved the symbol “BMJ” for Birks. Listing remains subject to approval by the American Stock Exchange. Mayor’s common stock will be delisted from the American Stock Exchange following consummation of the merger.

RESALE OF BIRKS CLASS A VOTING SHARES

      U.S. Resale Requirements. The Birks Class A voting shares issued in the merger will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Mayor’s stockholder who may be deemed to be an “affiliate” of Birks or Mayor’s for purposes of Rule 144 or Rule 145 under the Securities Act. It is expected that each affiliate will enter into an agreement with Mayor’s providing that the affiliate will not transfer any Birks Class A voting shares received in the merger except in compliance with the Securities Act.

      Canadian Resale Requirements. Birks is not currently a reporting issuer (or the equivalent) with any Canadian provincial or territorial securities regulatory authority. Accordingly, Birks Class A voting shares, including the Class A voting shares issued pursuant to the merger agreement, will not be freely tradeable in Canada and will be subject to substantial restrictions on transfer under applicable Canadian securities legislation.

THE MERGER AGREEMENT

      The following is a summary of selected provisions of the merger agreement. While Mayor’s and Birks believe this description covers the material terms of the merger agreement, it may not contain all the information that is important to you, and it is qualified in its entirety by reference to the merger agreement, which is incorporated by reference in its entirety and attached to this proxy statement/ prospectus as Appendix A. We urge you to read the merger agreement in its entirety. In the event of any discrepancy between the terms of the merger agreement and the following summary, the merger agreement will control.

Structure of the Merger

      If the holders of Mayor’s voting stock approve and adopt the merger agreement and all other conditions to the merger are satisfied or waived, Merger Co. will be merged with and into Mayor’s. After the merger, Mayor’s will be the surviving corporation and will be a wholly-owned subsidiary of Birks.

Effective Time of the Merger

      The merger will become effective when the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at a later time agreed upon by the parties and specified in the certificate of merger. The filing of the certificate of merger will take place as soon as practicable after the closing of the merger.

Closing

      Unless the parties agree otherwise, the closing of the merger will occur as promptly as practicable after satisfaction or waiver of all closing conditions. See “— Conditions to the Merger” below.

Surviving Corporation Governing Documents, Officers and Directors

      Surviving Corporation Governing Documents. At the effective time of the merger, the certificate of incorporation of Mayor’s will be amended and restated to be the same as the certificate of incorporation of Merger Co. in effect immediately prior to the effective time of the merger, except that the name of the surviving corporation will be Mayor’s Jewelers, Inc. At the effective time of the merger, the by-laws of Mayor’s will be amended and restated to be the same as the by-laws of Merger Co. in effect immediately prior to the effective time of the merger.

      Surviving Corporation Officers and Directors. Immediately following the effective time of the merger, the officers of the surviving corporation will be Mayor’s officers immediately prior to the effective time of the merger. Immediately following the effective time of the merger, the directors of the surviving corporation will be Merger Co.’s directors as of the date of the merger agreement.

Merger Consideration

      Conversion of Mayor’s Common Stock. The merger agreement provides that each share of Mayor’s common stock issued and outstanding immediately prior to the effective time of the merger (other than treasury stock of Mayor’s and Mayor’s common stock owned by Birks) will be converted into the right to receive 0.08695 Birks Class A voting shares, together with any cash paid for fractional shares. See “— Fractional Birks Class A Voting Shares” below.

      Cancellation of Treasury Stock. Shares of Mayor’s common stock held by Mayor’s in treasury will be canceled in the merger, and no Birks Class A voting shares or other consideration will be delivered in exchange for such treasury stock.

      Conversion of Merger Co. Stock. All shares of Merger Co. common stock outstanding immediately prior to the effective time of the merger will be canceled in the merger, and no Birks Class A voting shares or other consideration will be delivered in exchange for such Merger Co. stock.

      Fractional Birks Class A Voting Shares. Birks will not issue fractional Birks Class A voting shares in the merger. Instead, each holder of shares of Mayor’s common stock who would otherwise be entitled to a fraction of a Birks Class A voting share as merger consideration will be paid cash in an amount equal to the product obtained by multiplying (1) such fractional interest, by (2) the average closing price for Birks Class A voting shares on the American Stock Exchange on the 20 consecutive trading days beginning on and including the trading day immediately following the date of the effective time of the merger.

      Options, Warrants and Other Stock Awards. Each option and warrant to acquire shares of Mayor’s common stock and all other Mayor’s stock-based awards which have been granted pursuant to a Mayor’s stock plan and which are outstanding immediately prior to the effective time of the merger will be converted into an option, warrant or other award to acquire the number of Birks Class A voting shares obtained by multiplying (x) the number of shares of Mayor’s common stock subject to Mayor’s option, warrant or other stock-based award by (y) the exchange ratio of 0.08695 (rounded downward to the nearest whole share). The per share exercise price of converted stock options or warrants will be obtained by dividing (A) the per share exercise price of Mayor’s option or warrant by (B) the exchange ratio of 0.08695 (rounded upward to the nearest whole cent). In addition, all shares of Mayor’s restricted common stock granted under a Mayor’s stock plan and outstanding immediately prior to the effective time of the merger will be converted into Birks Class A voting shares and be governed by the same terms and conditions as those in effect immediately prior to the effective time of the merger under the relevant Mayor’s stock plan.

      Lost, Stolen or Destroyed Certificates. Upon the making of an affidavit that a certificate representing shares of Mayor’s common stock has been lost, stolen or destroyed, and at Birks’ option upon the delivery of an indemnity bond, the exchange agent will issue the merger consideration and any dividends or other distributions in respect of the shares of Mayor’s common stock represented by the lost, stolen or destroyed certificates to which the holder is entitled.

      Certain Adjustments. If, between the date of the merger agreement and the effective time of the merger, the outstanding Birks Class A voting shares or Mayor’s common stock are increased, decreased, changed into or exchanged for a different class of stock through a reclassification, recapitalization, stock-split, reverse stock-split, split-up, combination or exchange of shares, a stock dividend or other stock distribution is declared with a record date in the period, an issuer tender offer or exchange offer is effected by Birks in violation of the covenants contained in the merger agreement, then the exchange ratio and merger consideration will be appropriately adjusted to provide Mayor’s stockholders the same economic effect as contemplated by the merger agreement prior to the relevant event.

Representations and Warranties

      The merger agreement contains representations and warranties made by Mayor’s to Birks relating to a number of matters, including the following:

      The merger agreement also contains representations and warranties by Birks and Merger Co. to Mayor’s relating to a number of matters, including the following:

      Certain of Mayor’s and Birks’ representations and warranties are qualified as to materiality or “material adverse effect.” When used with respect to Mayor’s, Birks or the surviving corporation, “material adverse effect” means any material adverse change or effect on the financial condition, properties, assets, businesses or results of operations of that entity and its subsidiaries, taken as a whole, as applicable, other than any change or effect relating to:

Conduct of Business Pending the Merger

      Conduct of Mayor’s Business Pending Merger. Mayor’s has agreed that, until the termination of the merger agreement or the effective time of the merger, Mayor’s and its subsidiaries will operate their respective businesses in all material respects in the ordinary course of business and consistent with past practice, except as expressly contemplated by any provision of the merger agreement and except as directed or consented to by Birks or its affiliates or associates.

      Conduct of Birks’ Business Pending Merger. Birks has agreed that, until the termination of the merger agreement or the effective time of the merger, it will not do any of the following, except as expressly contemplated by any provision of the merger agreement, without the prior written consent of the special committee:

Additional Agreements

      Registration Statement; Proxy Statement. Birks and Mayor’s have agreed that as promptly as practicable after the execution of the merger agreement they would prepare and file with the SEC (1) the proxy statement to be sent to Mayor’s stockholders relating to the special and annual meeting and (2) a registration statement on Form S-4 in connection with the registration under the Securities Act of the Birks Class A voting shares to be issued pursuant to the merger. Birks and Mayor’s have agreed to use their reasonable best efforts to cause the registration statement to become effective as promptly as practicable and thereafter to mail this proxy statement/ prospectus to Mayor’s stockholders.

      Mayor’s has also agreed that neither Mayor’s board of directors nor the special committee will withdraw or modify, or propose to withdraw or modify, in a manner adverse to Birks, its approval and recommendation of the merger agreement and the merger unless the board of directors or special committee determines in its good faith judgment and after consultation with outside legal counsel that the failure to so withdraw or modify its approval and recommendation of the merger agreement and the merger would be inconsistent with its fiduciary duties.

      The parties have further agreed that at (1) the time the registration statement was declared effective, (2) the time this proxy statement/ prospectus was first mailed, (3) the time of the special and annual meeting and (4) the time the merger is effective, the information such party provided for inclusion in this proxy statement/ prospectus would not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

      Stockholder Meeting. The merger agreement requires Mayor’s to call and hold a meeting of its stockholders to approve and adopt the merger agreement. Mayor’s, however, is not required to hold a meeting if the special committee or the board of directors of Mayor’s withdraws its recommendation. See “— Termination” below.

      Access to Information and Confidentiality. The parties have agreed to provide each other with reasonable access to their and their subsidiaries’ respective properties, books, contracts, records and other information, subject to applicable law and confidentiality obligations.

      Indemnification and Directors’ and Officers’ Insurance. Birks has agreed that, for six years following the effective time of the merger, it will indemnify and hold harmless Mayor’s directors and officers and maintain directors’ and officers’ liability insurance as described under “The Merger — Indemnification and Insurance”; provided, however, that in no event shall Birks be required to expend more than an amount per year equal to 200% of current annual premiums paid by Mayor’s for such insurance.

      Notification. The parties have agreed to notify each other of certain written communications, notices and proceedings related to the merger.

      Mayor’s Affiliates. Mayor’s has agreed to use its reasonable best efforts to cause its affiliates to deliver letters from such affiliates acknowledging the transfer restrictions under Rule 145 of the Securities Act with respect to any Birks Class A voting shares received by such affiliate pursuant to the merger.

      Further Action; Reasonable Efforts. Each of Mayor’s, Birks and Merger Co. has agreed to use its respective reasonable efforts to take all necessary actions to comply promptly with all legal requirements which may be imposed on that party with respect to the merger and to consummate the transactions contemplated by the merger agreement as promptly as practicable.

      Plan of Reorganization. Each party has agreed to use its reasonable efforts to cause the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code to which, in the case of any person other than a five-percent transferee shareholder, Section 367(a)(1) of the Code does not apply.

      Obligations of Merger Co. Birks has agreed to take all action necessary to cause Merger Co. to perform its obligations under the merger agreement and to consummate the merger on the terms and subject to the conditions set forth in the merger agreement.

      Consents of Accountants. Mayor’s and Birks have agreed to use all reasonable efforts to cause to be delivered to each other consents from their respective independent auditors with respect to the inclusion of reports by such auditors in the registration statement.

      AMEX Listing. Birks has agreed to promptly prepare and submit to the American Stock Exchange a listing application covering the Birks Class A voting shares outstanding and to be issued in connection with the merger and to use its reasonable efforts to obtain, prior to the effective time of the merger, approval for the listing of the Birks Class A voting shares, subject to official notice of issuance to the American Stock Exchange.

      Public Announcements. Mayor’s and Birks have agreed to use their reasonable best efforts to consult with each other before issuing communications with respect to the merger.

      Birks Board of Directors. Birks has agreed that its board of directors will consist of a majority of independent directors within one year of completion of the merger.

      Mayor’s Stock Held by Birks. Birks has agreed not to transfer, sell or otherwise dispose of any of the shares of Mayor’s common stock or preferred stock that it owns in advance of the merger, and will vote all such stock in favor of the approval and adoption of the merger agreement at Mayor’s stockholders’ meeting.

Conditions to the Merger

      The respective obligations of Birks, Mayor’s and Merger Co. to complete the merger are subject to the satisfaction of certain conditions. Any waiver or determination to be made by Mayor’s with respect to these conditions requires the approval of the special committee.

      Conditions to Each Party’s Obligation to Effect the Merger. The obligations of Birks, Mayor’s and Merger Co. to complete the merger are conditioned upon the following conditions being satisfied (or waived by the other party):

      Conditions to Obligations of Birks and Merger Co. The obligations of Birks and Merger Co. to effect the merger depend upon the following additional conditions being satisfied (or waived by Birks) prior to the closing of the merger:

      Conditions to Obligations of Mayor’s. The obligation of Mayor’s to complete the merger depends on the following additional conditions being satisfied (or waived by Mayor’s):

      The waiver by Mayor’s of a material condition, such as the requirement that Birks Class A voting shares have been authorized for listing on the American Stock Exchange or the delivery of an opinion from legal counsel that the merger is not taxable to Mayor’s stockholders, would require Mayor’s to recirculate the proxy statement/prospectus and resolicit approval for the merger from the Mayor’s stockholders.

Termination, Amendment and Waiver

      Termination. The merger agreement may be terminated at any time prior to the completion of the merger by action taken or authorized by the board of directors of Birks or the special committee of Mayor’s:

      Any waiver or determination to be made by Mayor’s with respect to the termination of the merger agreement requires the approval of the special committee.

      Effect of Termination. If the merger agreement is terminated as described above, the agreement will be void, and there will be no liability or obligation of Mayor’s or Birks or their respective officers and directors except as to prior breaches of the merger agreement, confidentiality, fees and expenses (including brokers’ and finders’ fees) described below.

      Fees and Expenses. All expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses, whether or not the merger or any other transaction is consummated, except that Mayor’s and Birks will each pay one-half of all expenses relating to printing, filing and mailing the registration statement and this proxy statement/ prospectus and all SEC and other regulatory filing fees incurred in connection with the registration statement and this proxy statement/ prospectus; provided, however, that in the event the merger agreement is terminated by Mayor’s (i) upon the registration statement not being declared effective under the Securities Act of 1933 by December 31, 2005 for reasons unrelated to Mayor’s and its subsidiaries, or (ii) upon Birks Class A voting shares not being authorized for listing on the American Stock Exchange for reasons unrelated to Mayor’s and its subsidiaries, Birks will reimburse Mayor’s for all of Mayor’s expenses.

      Amendment. The merger agreement may be amended in writing by the parties by action taken or authorized by their respective boards of directors at any time before or after the approval and adoption of the merger agreement by Mayor’s stockholders. However, following that approval and adoption, no amendment may be made that by applicable law or in accordance with the rules of the American Stock Exchange requires further approval by such stockholders without first obtaining that further stockholder approval.

      Waiver. At any time prior to the effective time of the merger, either party to the merger agreement may, in writing, extend the time for the performance of any obligation or other act of any other party, waive any inaccuracy in the representations and warranties of any other party and waive compliance with any agreement of any other party or any condition to its own obligations.

General Provisions

      Non-Survival of Representations and Warranties. The representations, warranties and agreements in the merger agreement and in any certificate delivered pursuant the merger agreement shall terminate at the time the merger is effective, except that the agreements with respect to confidentiality and the general provisions will survive.

      Governing Law. The merger agreement is governed by Delaware law and the parties agreed to submit to the jurisdiction of the Delaware Chancery Court.

COMPARISON OF STOCKHOLDER RIGHTS

      The rights and privileges of holders of Mayor’s common stock are currently governed principally by:

      As a result of the merger, holders of Mayor’s common stock who receive Birks Class A voting shares will have the rights and privileges of those shares governed principally by:

      While the rights and privileges of shareholders of a corporation amalgamated under the CBCA such as Birks are, in many instances, comparable to those of stockholders of a Delaware corporation such as Mayor’s, there are material differences. The following is a summary of the material differences between the rights of holders of Mayor’s common stock and the rights of holders of Birks Class A voting shares, as of the date of this proxy statement/ prospectus. These differences arise principally from differences between the DGCL and the CBCA and between Mayor’s charter and by-laws and Birks’ amended charter and amended by-laws.

      This summary does not purport to be complete and is qualified in its entirety by reference to the DGCL and the CBCA and the charters and by-laws of Mayor’s and the amended charter and amended by-laws of Birks.

Classes and Series of Capital Stock

      Under Mayor’s charter, Mayor’s may issue up to 50,000,000 shares of common stock, 5,000,000 shares of preferred stock and 1,000 shares of non-voting common stock. As of the date of this proxy statement/ prospectus, 36,991,592 shares of Mayor’s common stock and 15,050 shares of Mayor’s preferred stock were outstanding. As of the date of this proxy statement/ prospectus, no shares of Mayor’s non-voting preferred stock were issued and outstanding.

      Under Birks’ amended charter, Birks will be authorized to issue an unlimited number of Class A voting shares without nominal or par value, an unlimited number of Class B multiple voting shares without nominal or par value, and an unlimited number of preferred shares, issuable in one or more series, without nominal or par value. Upon consummation of the merger, approximately 3,491,474 Class A voting shares, 7,717,970 Class B multiple voting shares and no Birks preferred shares will be issued and outstanding. For a description of the different classes of shares Birks may issue, see “Description of Birks Capital Stock.”

Annual Meetings of Stockholders

      Under the DGCL, if a corporation does not hold an annual meeting for the election of directors on the date, if any, designated in the corporation’s certificate of incorporation or by-laws, the directors must hold such a meeting as soon after that date as may be convenient. If a corporation fails to hold an annual meeting

for a period of thirty days after the designated date, or, if no date is designated, for a period of thirteen months after the last annual meeting or written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon application of any stockholder or director. The shares of stock represented at a meeting called by the Delaware Court of Chancery either in person or by proxy and entitled to vote at the meeting constitute a quorum for the purposes of the meeting, even if the corporation’s certificate of incorporation or by-laws provide for a different quorum requirement. The DGCL does not permit a stockholder to call an annual meeting other than by application to the Delaware Court of Chancery. Mayor’s by-laws provide that the annual meeting will be held in the third week of the month of May or at such other date, time and place designated by the board of directors.

      Under the CBCA, the directors of Birks must call an annual meeting of shareholders not later than 15 months after the last preceding annual meeting and not later than six months after the end of Birks’ financial year. Subject to certain provisions of the CBCA, the holders of not less than 5% of the issued and outstanding shares of Birks that carry the right to vote at the meeting sought to be held may request that the directors call an annual meeting. If the directors do not call the meeting within 21 days after receiving the requisition, any shareholder who signed such requisition may call the meeting. The CBCA gives holders a similar right to call a special meeting of shareholders, as described under the caption “Special Meetings of Stockholders” below. If for any reason it is impracticable to call a meeting or to conduct a meeting in the manner in which it is otherwise to be called or as prescribed by Birks’ amended by-laws or the CBCA, any director or shareholder entitled to vote at that meeting may apply to a court for an order calling the meeting and setting forth the manner to hold and conduct the meeting. The CBCA requires meetings of shareholders to be held in Canada unless the charter specifies a place outside of Canada where such meetings may be held. Birks’ amended charter provides that shareholders meetings can also be held in the greater metropolitan area of any city having a population of more than 80,000 inhabitants in the United States.

Special Meetings of Stockholders

      Under the DGCL, special meetings of stockholders may be called only by the board of directors or other persons authorized by the certificate of incorporation or by-laws. Mayor’s by-laws permit only the following persons to call a special meeting (which meeting may be called at any time):

      Under the CBCA, special meetings of shareholders may be called at any time by the board of directors. Birks’ amended by-laws provide that special meetings may also be convened by order of the chairman of the board of directors, the president or a vice-president who is a director. In addition, subject to certain provisions of the CBCA, the holders of not less than 5% of the issued and outstanding shares of Birks that carry the right to vote at the meeting sought to be held may request that the directors call a meeting of shareholders for any purpose. If the directors do not call the meeting within 21 days after receiving such a requisition, any shareholder who signed the requisition requesting the directors to call the meeting may call the meeting. The CBCA also requires meetings of shareholders to be held in Canada, unless the charter specifies a place outside of Canada where such meeting may be held. Birks’ amended charter provides that shareholders meetings can also be held in the greater metropolitan area of any city having a population of more than 80,000 inhabitants in the United States.

Quorum of Stockholders

      Under the DGCL, a quorum consists of a majority of the shares entitled to vote present in person or represented by proxy, unless the certificate of incorporation or by-laws provide otherwise. Mayor’s by-laws provide that the presence of a majority of the shares entitled to vote constitutes a quorum.

      Under the CBCA, unless the corporation’s by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares who are entitled to vote are represented in person or by proxy at the meeting. Birks’ amended by-laws provide that the quorum for the choice of a chairman of the meeting and for the adjournment of the meeting will be one person present and holding or representing by proxy at least one issued voting share of the corporation. For all other purposes, the quorum at any meeting of shareholders will be met if persons being not less than two in number and holding or representing by proxy at least 50% of the total voting rights attached to the issued and outstanding shares entitled to vote at such meeting are present.

Stockholder Action Without a Meeting

      As permitted by the DGCL, Mayor’s charter prohibits Mayor’s stockholders from taking any action by written consent. As a result, all actions of Mayor’s stockholders are required to be taken at a duly called annual or special meeting.

      Under the CBCA, shareholder action may be taken without a meeting of shareholders by written resolution signed by all shareholders who would be entitled to vote on the matter at a meeting of shareholders except with respect to a meeting called for the purpose of (1) removing a director or the auditor from office or (2) electing or appointing a director or auditor following the resignation, removal or expiry of term of office of the director or auditor where, in either case, the director or auditor has submitted a written statement giving the reasons why he opposes the proposed action or resolution.

Stockholder Nominations and Proposals

      Mayor’s by-laws contain provisions governing stockholder nominations of persons for election as directors as well as stockholder proposals to be considered at an annual or special meeting. Under Mayor’s by-laws, for nominations and other proposals to be properly brought before an annual meeting, a stockholder generally must give notice to the Secretary of Mayor’s at least 30 days in advance of an annual meeting and with respect to a special meeting, by the tenth day following the date notice of the special meeting is first given. Such notice must contain certain information. A stockholder proposal to be considered at a stockholder meeting must be received by the Secretary of Mayor’s between 60 and 90 days prior to an annual meeting and with respect to a special meeting, by the tenth day following the date notice of the special meeting is first given. The stockholder notice must contain a brief description of business desired to be brought to the meeting.

      Under the CBCA, shareholder proposals may be submitted only at annual meetings of shareholders. A shareholder entitled to vote at an annual meeting of shareholders and who holds (1) at least 1% of the total number of outstanding voting shares of Birks or (2) shares having a fair market value of at least $2,000, may

submit to Birks notice of any matter that the shareholder proposes to raise at the meeting and discuss at the meeting any matter in respect of which the person would have been entitled to submit a proposal. Birks is not required to set out the proposal in its management proxy circular if, among other things, the proposal is not submitted to Birks at least 90 days before the anniversary date of Birks’ previous annual meeting of shareholders. A shareholder proposal may include nominations for the election of directors if the proposal is signed by the holders of not less than 5% of the issued and outstanding shares that carry the right to vote at the meeting to which the proposal is to be presented, but this requirement does not preclude nominations made at a meeting of shareholders.

Access to Corporate Records, Financial Statements and Related Matters

      Under the DGCL, any stockholder may for any proper purpose, inspect a corporation’s stock ledger, a list of its stockholders and its other books and records, and may make copies of and extracts from the record. A stockholder may exercise this right only upon written demand under oath. The inspection must occur during regular business hours.

      Under the CBCA, a corporation is required to make available to its shareholders and creditors and their personal representatives, specified books and records during usual business hours of the corporation. These persons may take extracts from these books and records free of charge. Birks, shareholders or creditors and their personal representatives may also obtain a list of Birks’ shareholders by paying a reasonable fee and submitting an affidavit certifying, among other things, that the list will only be used for the purposes set out in the CBCA.

Charter Amendments

      Under the DGCL, unless its certificate of incorporation otherwise provides, amendments to a corporation’s certificate of incorporation generally require the approval of the holders of a majority of the outstanding stock entitled to vote following approval of the amendment by the board of directors of the corporation. In addition, if an amendment would adversely affect certain rights of holders of a particular class of stock, the approval of a majority of the outstanding stock of that class is required. Mayor’s charter requires a greater stockholder vote for some amendments to its charter. The affirmative vote of the holders of at least 80% of the outstanding Mayor’s stock generally entitled to vote in the election of directors, is required to amend provisions of Mayor’s charter governing:

      Under the CBCA, any amendment to a corporation’s charter generally requires approval by special resolution. Generally speaking, such special resolution must be passed by a vote of not less than two-thirds of the votes cast by shareholders who voted in respect of the resolution or signed by all the shareholders entitled to vote on the resolution. However, if an amendment affects certain rights of holders of a particular class or series of shares, the approval of two-thirds of the outstanding shares of that class or series is required.

      Birks’ amended charter will prohibit any amendment to or alteration of Birks’ amended charter that would have an adverse effect on the holders of Birks Class A voting shares without (i) the consent of the majority of a committee of independent directors of Birks and (ii) the affirmative vote in favor of the approval of the amendment by the majority of the holders of Birks Class A voting shares (exclusive of any shares held by any related person (as defined in Birks’ amended charter) and its affiliates which is a party to the amendment or alteration) that cast a vote, in person or by proxy, at the annual or special meeting at which such amendment is considered. See “Description of Birks Capital Stock.”

By-Law Amendments

      Under the DGCL, the power to adopt, amend or repeal by-laws is vested in the voting stockholders, although a corporation’s certificate of incorporation may also confer this power upon the board of directors to be shared with the stockholders. Mayor’s charter provides that the directors may adopt, amend or repeal Mayor’s by-laws, except so far as the by-laws otherwise provide and that any amendments made to the by-laws by the directors may be subsequently amended or repealed by the stockholders. The sections of the by-laws related to the calling of a special meeting, action by consent of stockholders, notice of agenda of stockholder meetings, the election of directors and indemnification insurance may not be amended or repealed without the affirmative vote of holders of at least 80% of the outstanding Mayor’s stock entitled to vote; provided, that Mayor’s continuing directors, by a two-thirds vote, may amend such provisions of the by-laws without the requirements of a shareholder vote.

      The CBCA provides that unless a corporation’s charter or by-laws otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation. Where the directors make, amend or repeal a by-law, they are required under the CBCA to submit the by-law, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the by-law, amendment or repeal by an ordinary resolution. An ordinary resolution is a resolution passed by a majority of the votes cast by shareholders who voted in respect of the resolution. A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors until it is confirmed, amended or rejected by the shareholders.

      Birks’ amended charter prohibits any amendment to or alteration of Birks’ by-laws that would have an adverse effect on the holders of Birks Class A voting shares without (i) the consent of the majority of a committee of independent directors of Birks and (ii) the affirmative vote in favor of the approval of the amendment by the majority of the holders of Birks Class A voting shares (exclusive of any shares held by any related person (as defined in Birks’ amended charter) and its affiliates which is a party to the amendment or alteration) that cast a vote, in person or by proxy, at the annual or special meeting at which such amendment is considered. See “Description of Birks Capital Stock.”

Vote on Sale or Lease of Assets

      Under the DGCL, Mayor’s board may, if authorized by a resolution adopted by the holders of a majority of the outstanding shares of Mayor’s stock entitled to vote, sell, lease or exchange all or substantially all of its property and assets.

      Under the CBCA, the sale of all or substantially all the assets of a corporation other than in the ordinary course of business requires the approval of the shareholders by special resolution. This resolution must be passed by a vote of not less than two-thirds of the votes cast by shareholders who voted in respect of the resolution, each share carrying the right to vote, whether or not it otherwise carries the right to vote. The

holders of each class or series of shares which is affected differently by the transaction from the shares of any other class or series are entitled to vote separately as a class or series.

Vote on Extraordinary Corporate Actions

      Under the DGCL, mergers and business combinations require the approval of the holders of at least a majority of the outstanding stock of the corporation entitled to vote on the transaction unless a greater percentage is required by the corporation’s certificate of incorporation. However, unless required by its certificate of incorporation, approval is not required by the holders of a corporation surviving a merger if:

      Additionally, stockholder approval is not required for either the acquired or, in most cases, the acquiring corporation in a merger if the corporation surviving the merger is at least the 90% parent of the acquired corporation. If the 90% parent is not the surviving corporation, however, the otherwise required vote of at least a majority of the parent’s outstanding stock entitled to vote is required to approve the merger. No vote of the holders of the subsidiary’s outstanding stock is required in these circumstances. In addition, unless required by its certificate of incorporation, approval of the holders of a corporation will not be required to approve a holding company reorganization of the corporation pursuant to the merger of that corporation with or into a single direct or indirect wholly-owned subsidiary of that corporation, if the merger complies with certain provisions of the DGCL applicable to “holding company” mergers.

      Mayor’s charter provides that any business combination, as defined in Mayor’s charter, be approved by the affirmative vote of holders of not less than two-thirds of the outstanding Mayor’s stock entitled to vote that are not related to the business combination. Such stockholders vote is not required if the business combination is approved by not less than two-thirds of Mayor’s continuing directors and certain other conditions are met. Because Birks is not deemed to be a related person, as defined in Mayor’s charter, the business combination provision does not apply to the merger.

      Under the CBCA, certain extraordinary corporate actions, such as certain amalgamations, continuances, and sales, leases or exchanges of all or substantially all the property of a corporation other than in the ordinary course of business, and other extraordinary corporate actions such as liquidations, dissolutions and (if not ordered by a court) arrangements, are required to be approved by special resolution. A special resolution is a resolution passed at a meeting by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution. In certain cases, a special resolution to approve an extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.

      Additionally, Birks’ amended charter prohibits any business combination, as defined in such charter, unless holders of Birks Class A voting shares have the right to receive the same consideration, on a per share basis, whether cash, non-cash or some combination thereof, as that to be received by the holders of Class B multiple voting shares in connection with such transaction and to participate in the transaction on the same terms as the holders of Class B multiple voting shares in all other material respects. See “Description of Birks Capital Stock.”

Preemptive Rights

      The DGCL provides that security holders of a corporation incorporated after July 3, 1967 only have preemptive rights if such rights are specifically provided in the corporation’s certificate of incorporation. Mayor’s charter does not provide for preemptive rights.

      The CBCA provides that shareholders may have a preemptive right if such a right is specifically provided in the corporation’s charter. Birks’ amended charter does not provide for preemptive rights.

Dividends

      Under the DGCL, subject to any restriction contained in a corporation’s certificate of incorporation, the board of directors may declare, and the corporation may pay, dividends upon the shares of its capital stock either:

      “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation cannot be less than the aggregate par value of all issued shares of capital stock. Net assets equals total assets minus total liabilities. Mayor’s charter does not alter these provisions of the DGCL.

      Under the CBCA, a corporation may declare or pay a dividend unless there are reasonable grounds for believing that the corporation is or would be, after payment of the dividend, unable to pay its liabilities as they become due or the realizable value of the corporation’s assets would, as a result of the payment of the dividend, be less than the aggregate of its liabilities and stated capital. Additionally, Birks’ amended charter provides that holders of each class of common share, including holders of the Birks Class A voting shares and the Class B multiple voting shares, will have the right to receive the same dividends.

Appraisal and Dissent Rights

      Stockholders of a Delaware corporation who dissent from a merger or consolidation of the corporation are entitled to appraisal rights in certain circumstances. Appraisal rights entitle the holder to receive in cash the fair value of his or her shares as appraised by the Delaware Chancery Court. However, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation, or on the record date with respect to action by written consent, are either:

      Those stockholders, however, will have appraisal rights if the merger agreement requires that they receive for their shares of stock anything other than:

      Mayor’s charter and Mayor’s by-laws do not contain any additional provisions relating to dissenters’ rights of appraisal.

      The CBCA provides that shareholders of a corporation are entitled to vote on certain matters, to exercise dissent rights and to be paid the fair value of their shares in connection therewith. The matters giving rights to dissent rights include:

      Under the CBCA, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive, unfairly prejudicial to or that unfairly disregards a shareholder’s interests.

Stock Repurchases

      Under the DGCL, a corporation may not purchase or redeem its shares of capital stock when the capital of the corporation is impaired or if the purchase or redemption would cause any impairment of the capital of the corporation, provided that a corporation may purchase or redeem out of capital any of its own preferred shares (or any of its own shares if no preferred shares are outstanding) if the shares will be retired upon acquisition, the capital of the corporation will be reduced and the remaining assets of the corporation will be at least equal to its debts. Under the DGCL, a corporation may hold its own stock in treasury.

      Under the CBCA, a corporation may acquire its own shares unless there are reasonable grounds for believing that the corporation is or would be, after payment for such shares, unable to pay its liabilities as they become due or if the realizable value of the corporation’s assets would, as a result of the payment for such shares, be less than the aggregate of its liabilities and stated capital. Under the CBCA, a corporation that acquires its own shares must cancel such shares and must deduct from its stated capital account an amount equal to the stated capital attributable to the repurchased shares.

Number and Qualification of Directors

      The DGCL provides that the minimum number of directors is one. The number of directors is fixed by or in the manner provided in the by-laws, unless the certificate of incorporation fixes the number of directors. If the certificate of incorporation fixes the number of directors, a change in the number may only be made by amendment to the certificate of incorporation. Mayor’s by-laws provide that Mayor’s must have at least 3 directors but not more than 13, but that the exact number of directors is to be fixed by the majority of Mayor’s board then in office. Mayor’s charter and Mayor’s by-laws establish a classified board, with each class being as nearly equal in number as possible. There are three staggered classes of directors with each class serving a three-year term.

      The CBCA requires that a corporation whose securities are publicly traded have at least three directors, at least two of whom are not officers or employees of such corporation or any of its affiliates. In addition, the CBCA requires that at least 25% of the directors of a corporation be resident Canadians. Birks’ amended charter and amended by-laws are consistent with those requirements.

      Under Birks’ amended charter, the minimum number of directors is three and the maximum number of directors is fifteen. Birks’ amended charter provides that a director’s term of office is from the date of the meeting at which he is elected or appointed until the next annual meeting following his election or nomination.

Filling Vacancies on the Board of Directors

      The DGCL provides that vacancies in the board of directors and newly created directorships may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless otherwise provided in the certificate of incorporation or by-laws. If the certificate of incorporation directs that a particular class of stock is to elect one or more directors, however, vacancies or newly created directorships of that class may be filled only by a majority of the directors elected to the class then in office, or by a sole remaining director elected to that class. If, at the time of filling any vacancy or newly created directorship, the directors then in office constitute less than a majority of the entire board, the Delaware Court of Chancery may, upon application of stockholders holding at least 10% of the outstanding shares having the right to vote for these directors, order an election to be held to fill any vacancy or newly created directorship or to replace the directors chosen by the directors then in office. Mayor’s charter provides that vacancies and newly created directorships may be filled by a majority of the remaining directors then in office, even though less than a quorum, subject to the right of stockholders to fill a vacancy that has arisen as a result of the removal of the director for cause pursuant to a stockholder vote. See “— Removal of Directors” below. A director elected to fill a vacancy will hold office for the unexpired term of that director’s predecessor. A director elected to fill a newly created directorship will hold office for the remainder of the term of the class to which the director is elected.

      Under the CBCA, a quorum of directors may appoint one or more directors to fill a vacancy among the directors (except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles) and any director so appointed will hold office for the unexpired term of the director’s predecessor in office. Under Birks’ amended by-laws, a quorum of directors may appoint a qualified person to fill a vacancy for the remainder of the term, except a vacancy resulting from the fixing, in the articles, of a number of directors that is higher than the number of directors in office at the time of the amendment to the articles, from a subsequent increase of such fixed number or from a failure of the shareholders to elect the number or minimum number of directors specified in the articles.

Removal of Directors

      Under the DGCL, directors generally may be removed, with or without cause, by a majority of the stockholders entitled to vote at an election of directors. However, unless the certificate of incorporation otherwise provides, if the board of directors is classified, stockholders are only able to remove directors for cause.

      The certificate of incorporation of Mayor’s permits the holders of a majority of the combined voting power of the then outstanding stock of Mayor’s entitled to vote generally in the election of directors to remove a director for cause only.

      Under the CBCA, the shareholders of Birks may by ordinary resolution at a special meeting remove any director or directors from office. This resolution must be passed by a vote of not less than a majority of the votes cast by shareholders who voted in respect of the resolution.

Transactions with Directors and Officers

      Under the DGCL, no contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other entity of which one or more of its directors or officers are directors or officers, or in which one or more of its directors or officers have a financial interest, is void or voidable solely because of that relationship or because that director or officer participates in the authorization of the contract or transaction, if:

      Under the CBCA, no material contract between Birks and one or more of its directors or officers or between Birks and another entity of which a director or officer of Birks is a director or officer or in which

one or more of its directors or officers has a material interest, is void or voidable as a result of that relationship or because that director is present at or is counted to determine the presence of a quorum at a meeting of directors or a committee of directors that authorized the material contract if:

      Additionally, Birks’ amended charter and Birks’ amended by-laws prohibit certain related party transactions without the approval of an independent committee of directors and, in some cases, approval of the holders of the Birks Class A voting shares.

Director and Officer Liability and Indemnification

      The DGCL allows a Delaware corporation to include a provision in its certificate of incorporation limiting or eliminating the liability of directors to the corporation or its stockholders for monetary damages for a breach of their fiduciary duty as directors, except for:

      Mayor’s by-laws provides that Mayor’s will, to the fullest extent permitted by law, indemnify any person that is threatened or made a party to any action by reason of the fact that such person is or was a director or officer of Mayor’s. Mayor’s charter provides that, to the fullest extent permitted by law, a director shall not be personally liable to Mayor’s or Mayor’s stockholders for a breach of fiduciary duty.

      Delaware corporations may also indemnify directors, officers, employees and agents. Under the DGCL, a corporation may indemnify a director, officer, employee or agent for fines, judgments or settlements, as well as expenses, in the context of third-party civil actions, so long as that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interest of the corporation. In a criminal action, a corporation may provide indemnification if that person, in addition, had no reasonable cause to believe the conduct was unlawful. In the context of derivative actions or other actions by or in right of the corporation, the corporation may provide indemnification for expenses only, except that if an officer, director, employee or agent is adjudged liable to the corporation, payment of expenses is not allowable unless a court deems the award of expenses appropriate. The foregoing determinations regarding indemnification are to be made, unless otherwise ordered by a court, by the majority vote of disinterested directors, even if less than a quorum, or a committee of the disinterested directors or, if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel or by the stockholders. The DGCL mandates indemnification for expenses incurred by an officer or director in connection with a successful defense, on the merits or otherwise, of a proceeding against that person for actions in his or her capacity as an officer or director of the corporation. A corporation may advance defense expenses; however, a director or officer to whom such expenses are advanced must undertake to reimburse the corporation for those expenses if it is ultimately determined that the person is not entitled to indemnification.

      The DGCL expressly authorizes Delaware corporations to purchase and maintain insurance against liability for its directors and officers. The insurance may be purchased for any officer, director, employee or agent, even if that individual may otherwise be indemnified by the corporation. The DGCL also allows for the advance payment of an indemnified person’s expenses prior to the final disposition of an action, provided that, in the case of a current director or officer, such person undertakes to repay any such amount advanced if

it is later determined that such person is not entitled to indemnification with regard to the action for which the expenses were advanced.

      Under the CBCA, a corporation may not, by contract, resolution or by-law, limit the liability of its directors for breaches of their fiduciary duties. However, the corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer of an entity of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her because of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or the entity, if:

      These individuals are entitled to indemnity from the corporation if the person was substantially successful on the merits of his or her defense of the action or proceeding and fulfilled the conditions set out in (1) and (2) above. A corporation may, with the approval of a court, also indemnify that person regarding an action by or on behalf of the corporation or entity to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or officer of the corporation or entity, if he or she fulfills the conditions set out in (1) and (2) above.

      Birks’ amended by-laws provide for indemnification of directors and officers to the fullest extent authorized by the CBCA.

      The CBCA does not expressly provide for advance payment of an indemnified person’s expenses. However, such advance payment is permitted provided that the individual must repay the money received if it does not fulfill the conditions set out in (1) and (2) above.

Fiduciary Duties of Directors

      Directors of corporations incorporated or organized under the DGCL have fiduciary obligations to the corporation and its shareholders. Pursuant to these fiduciary obligations, the directors must act in accordance with the so-called duties of “due care” and “loyalty”. Under the DGCL, the duty of care requires that the directors act in an informed and deliberative manner and that they inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of loyalty may be summarized as the duty to act in good faith in a manner that the directors reasonably believe to be in the best interests of the corporation and its shareholders.

      Directors of corporations governed by the CBCA have fiduciary obligations to the corporation. Under the CBCA, directors of a corporation must act honestly and in good faith with a view to the best interests of the corporation, and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Derivative Action

      A stockholder may bring a derivative action in Delaware on behalf of the corporation. The DGCL requires a stockholder to state in the complaint that he or she was a stockholder of the corporation at the time of the transaction of which he or she complains. To bring a derivative action, a stockholder must first make a demand on the corporation that it bring suit and the demand must be refused, unless the stockholder can show that the demand would have been futile.

      Under the CBCA, a person may apply to the applicable court for leave to bring an action in the name of and on behalf of a corporation or any subsidiary, or to intervene in an existing action to which the corporation or a subsidiary is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the corporation or the subsidiary. Under the CBCA, no action may be brought and no intervention in an action may be made unless the court is satisfied that:

      Under the CBCA, in connection with a derivative action, the court may make any order it thinks fit, including an order requiring a corporation or its subsidiary to pay reasonable legal fees incurred by the person in connection with the action.

Oppression Remedy

      The DGCL does not provide an oppression remedy.

      The CBCA provides an oppression remedy that enables the court to make any order, both interim and final, to rectify the matters complained of if the court is satisfied upon application by a complainant, as defined below, that:

that is oppressive or unfairly prejudicial to or that unfairly disregards the interest of any security holder, creditor, director or officer of such corporation.

      A complainant who may apply to a court for an order granting an oppression remedy includes:

      The oppression remedy provides the court with an extremely broad and flexible jurisdiction to intervene in corporate affairs to protect “reasonable expectations” of shareholders and other complainants. While conduct which is in breach of fiduciary duties of directors or that is contrary to the legal right of a complainant will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of such legal and equitable rights. Furthermore, the court may order a company to pay the interim expenses of a complainant seeking an oppression remedy, but the complainant may be held accountable for such interim costs on final disposition of the complaint, as in the case of a derivative action.

Class Actions

      The DGCL does not contain any provision regarding class actions. A shareholder class action may be initiated in the United States in a state court, pursuant to the rules of such state court, or in federal court, pursuant the rules of the federal court.

      The CBCA does not contain any provision regarding class actions. A shareholder class action may be initiated in a province of Canada that has adopted class action procedures, such as Ontario, Quebec and British Columbia, pursuant to the rules of such court. A shareholder class action may also be initiated in the United States in a state court, pursuant to the rules of such state court, or in federal court, pursuant the rules of the federal court.

Anti-Takeover and Ownership Provisions

      Section 203 of the DGCL restricts the ability of an “interested stockholder” of a corporation to merge with or enter into other business combinations with the corporation for a period of three years after becoming an “interested stockholder.” A person is generally deemed to be an “interested stockholder” upon acquiring 15% or more of the outstanding voting stock of the corporation.

      However, Section 203 does not apply, if, among other things, the corporation, by action of its board of directors, adopted within ninety days following the enactment of Section 203 an amendment to its by-laws expressly electing not to be governed by the statute.

      Mayor’s by-laws contain a provision expressly electing not to be governed by Section 203.

      The CBCA does not contain a comparable provision to Section 203 of the DGCL with respect to business combinations.

      Birks’ amended charter prohibits business combinations with any “related person” without (i) the consent of the majority of a committee of independent directors of Birks and (ii) the affirmative vote in favor of the approval of the business combination by the majority of the holders of Birks Class A voting shares (exclusive of any shares held by any person and its affiliates which equal twenty percent or more of the total Class A voting shares outstanding) that cast a vote, in person or by proxy, at the annual or special meeting at which such business combination is considered. “Related person” means any person that, together with its affiliates and associates, beneficially owns more than 20% or more of the total voting rights attached to Birks Class A voting shares and Class B multiple voting shares issued and outstanding. See “Description of Birks’ Capital Stock.”

Voluntary Dissolution

      Under the DGCL, the dissolution of a corporation without action by the board of directors requires the written consent of stockholders holding 100% of the total voting power of the corporation. However, if the dissolution is approved by the board of directors, it need only then be approved by the holders of a majority of the outstanding stock of the corporation entitled to vote on the dissolution.

      Under the CBCA, the directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders of Birks may make a proposal in accordance with the shareholder proposal requirements of the CBCA for, the voluntary liquidation and dissolution of Birks. A voluntary dissolution of Birks would require approval by special resolution of the holders of each class of shares of Birks, whether or not they are otherwise entitled to vote. A special resolution is a resolution passed at a meeting by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution.

Foreign Private Issuer Status

      As a “foreign private issuer” Birks is exempt from rules under the Exchange Act that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Birks’ officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Birks Class A voting shares. Moreover, Birks will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act; nor will it be required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there may be less information concerning Birks publicly available than there is for U.S. public companies such as Mayor’s.