Notifiable Transactions Regulations (SOR/87-348)

11 For the purposes of subsections 110(2) to (4), (5) and (6) of the Act, the gross revenues from sales in or from Canada generated from the assets in Canada

• (a) of an operating business referred to in subsection 110(2) of the Act,

• (b) that are owned by any corporation referred to in paragraph 110(3)(a) of the Act,

• (c) that would be owned by any corporation referred to in paragraph 110(4)(a) of the Act, or

• (d) that are the subject-matter of a combination referred to in subsection 110(5) or (6) of the Act

shall equal the aggregate amount of the gross revenues from sales in or from Canada generated from such assets, as stated in the audited financial statements referred to in section 7.

Determination of Aggregate Value — Specific Circumstances

• 12 (1) If the aggregate value of a person’s assets cannot reasonably be determined in accordance with subsection 8(2) or 9.1(2) or section 10, the aggregate value of the assets

  • (a) shall equal the aggregate amount of the assets as stated in the books of the person with such adjustment as may be necessary to ensure that the determination is in accordance with the accounting principles referred to in paragraph 3(a); and

  • (b) shall be determined as of the most recent date that the amount can reasonably be determined, provided that that date is within three months prior to the reference date.

• (2) The determination of the aggregate value of assets referred to in subsection (1) is subject to the requirements of section 4.

• 13 (1) If gross revenues from a person’s sales cannot reasonably be determined in accordance with subsection 9(2) or 9.2(2) or section 11, the gross revenues

  • (a) shall equal the amount of the gross revenues as stated in the books of the person with such adjustments as may be necessary to ensure that the determination is in accordance with the accounting principles referred to in paragraph 3(a); and

  • (b) shall be determined for the most recent annual period for which the amount can reasonably be determined provided that the last day of that period is within three months prior to the reference date.

• (2) The determination of the gross revenues from sales referred to in subsection (1) is subject to the requirements of section 5.

• 14 (1) If, subsequent to the day or date referred to in section 6 or 12 or the annual period referred to in section 7 or 13, as the case may be, any party to a proposed transaction or any affiliate of that party was a party to or was otherwise affected by a transaction or event the consequences of which, if taken into account, would affect the determination of whether notification is required to be given under section 114 of the Act with respect to the proposed transaction, the values or amounts referred to in sections 8 to 13 shall be adjusted to reflect that transaction or event.

• (2) A transaction or event referred to in subsection (1) includes any of the following:

  • (a) a write-down or re-evaluation for financial reporting purposes of the value of any assets of the parties to the proposed transaction or their affiliates;

  • (b) any disposition, acquisition or reorganization that is likely to have a material effect on the aggregate value of the assets of the parties to the proposed transaction or their affiliates; and

  • (c) any agreement, arrangement, understanding or other transaction or event that is likely to have a material effect on the aggregate value of the assets or gross revenues from sales of the parties to the proposed transaction or their affiliates.

14.1 [Repealed, SOR/2010-22, s. 8]

Transactions that Are Exempt from Part IX of the Act

• 15 (1) A transaction that is an acquisition of financial assets that is undertaken to give effect to an asset securitization transaction is exempt from the application of Part IX of the Act.

• (2) A transaction that is an acquisition of assets other than financial assets that is undertaken to give effect to an asset securitization transaction is exempt from the application of Part IX of the Act, unless any person would, as a result of the transaction or transactions, acquire all or substantially all of the assets, other than financial assets, of a business or an operating segment of a business carried on by the person disposing of the assets.

Information Required

• 16 (1) For the purposes of subsection 114(1) of the Act and subject to subsection (2), the following information is to be supplied to the Commissioner:

  • (a) a description of the proposed transaction and the business objectives intended to be achieved as a result of it;

  • (a.1) a copy of each legal document, or the most recent draft of that document if it is not yet executed, that is to be used to implement the proposed transaction;

  • (b) a list of the foreign competition or antitrust authorities that have been notified of the proposed transaction by the parties and the date on which each authority was notified;

  • (c) in respect of each party,

    • (i) its full name,

    • (ii) the addresses of its principal offices,

    • (iii) a list of its affiliates that have significant assets in Canada or significant gross revenues from sales in, from or into Canada and a chart describing the relationships between the party and those affiliates, and

    • (iv) a description of its principal businesses and the principal businesses of its affiliates referred to in subparagraph (iii), including

      • (A) their most recent annual report and, if the annual report is not available or if the financial statements are different from those contained in the report, audited financial statements relating to their principal businesses for their most recently completed fiscal year, and financial statements for subsequent interim periods,

      • (B) a summary description of each of the principal categories of products, as defined by the party in its day-to-day operations, that it produces, supplies or distributes and each of the principal categories of products produced, supplied or distributed by its affiliates referred to in subparagraph (iii),

      • (C) statements identifying, for each of those principal categories of products, the twenty most important current suppliers and customers, the contact names, the telephone numbers and addresses of those suppliers and customers, and the annual volume or dollar value of purchases from and sales to those suppliers and customers,

      • (C.1) statements identifying, for each of those principal categories of products, the total annual volume or dollar value of purchases from and sales to all suppliers and customers, and

      • (D) the geographic regions of sales for its principal businesses and the principal businesses of its affiliates; and

  • (d) in respect of each party, and each of its affiliates referred to in subparagraph (c)(iii), all studies, surveys, analyses and reports that were prepared or received by an officer or director of the corporation — or in the case of an unincorporated entity, an individual who serves in a similar capacity — for the purpose of evaluating or analysing the proposed transaction with respect to market shares, competition, competitors, markets, potential for sales growth or expansion into new products or geographic regions and, if not otherwise set out in that document, the names and titles of the individuals who prepared the document and the date on which it was prepared.

• (2) Instead of being supplied with a report or financial statement referred to in clause (1)(c)(iv)(A), the Commissioner may be supplied with the address of an Internet site from which a copy of those documents can be obtained without charge, which is operational at the time the address is supplied and which remains operational prior to the expiry of the period referred to in subsection 123(1) of the Act.

17 [Repealed, SOR/2010-22, s. 10]