Notifiable Transactions Regulations

17 For the purposes of subsection 114(2) of the Act, the long form information is the following:

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

• (b) copies of the legal documents, or the most recent drafts of them if the documents have not been executed, that are to be used to implement the proposed transaction;

• (c) a list of foreign authorities that have been notified of the proposed transaction by the parties and the date of the notification;

• (d) in respect of each party, 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

• (e) in respect of each party, and each of its affiliates referred to in paragraph (d),

  • (i) its full name,

  • (ii) the addresses of its principal offices and, in the case of a corporation, the jurisdiction under which it was incorporated,

  • (iii) the names and positions of its senior officers,

  • (iv) a description of its principal businesses, including

    • (A) its 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 its principal businesses for its most recently completed fiscal year, and financial statements for subsequent interim periods,

    • (B) the principal categories of products, as defined by each party and each of its affiliates in its day-to-day operations, which it produces, supplies or distributes,

    • (C) statements identifying, for each of those principal categories of products, the forty 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,

    • (D) the location of the principal offices of each of its principal businesses, and

    • (E) the geographic regions of sales for its principal businesses,

  • (v) the gross sales for each principal category of products, for its most recently completed fiscal year,

  • (vi) the principal categories of products that a senior officer has given approval to develop or make commercially available during the three-year period following the date of notification to the Commissioner, the anticipated gross sales for each category of products, and

    • (A) the facilities from which each category of products is planned to be produced, supplied or distributed and the planned production capacity of each facility, and

    • (B) the geographic regions where each category of products is planned to be supplied or distributed,

  • (vii) for each of the principal categories of products identified in clause (iv)(B) that, to the extent known by that party, are produced, supplied or distributed by both that party or its affiliates and the other party to the proposed transaction or its affiliates,

    • (A) the location of all warehouses, plants, retail establishments or other places from which each such category of products is produced, supplied or distributed,

    • (B) for each facility identified in clause (A), the geographic regions where each such category of products is supplied or distributed by that party,

    • (C) the principal mode of transportation for each such category of products in each geographic region identified in clause (B),

    • (D) the total annual cost of transportation expressed in dollar values, the total revenues in dollars, and the total number of units shipped, for each such category of products and each geographic region identified in clause (B), and

    • (E) the current production capacity and the current rate of capacity utilization of each facility identified in clause (A), calculated in accordance with the methods used by that party in its day-to-day operations,

  • (viii) the principal categories of products purchased or acquired by each party and each of its affiliates, and its total expenditures for each principal category of product, for its most recently completed fiscal year,

  • (ix) the number of votes attached to voting shares held, directly or indirectly through one or more affiliates or otherwise, by each party in any corporation carrying on an operating business, whether through one or more subsidiaries or otherwise, where the total of all votes attached to shares so held exceeds twenty per cent of the votes attached to all outstanding voting shares of the corporation,

  • (x) the share of profits of any combination carrying on an operating business or the share of its assets on dissolution which the party, together with its affiliates, is entitled to, where the party is entitled to more than thirty-five per cent of the profits of the combination or more than thirty-five per cent of its assets on dissolution,

  • (xi) a copy of every proxy solicitation circular, prospectus and other information form filed with a securities commission, stock exchange or other similar authority in Canada or elsewhere, or sent or otherwise made available to shareholders within the previous two years,

  • (xii) all reports, studies, surveys and analyses, that were prepared or received by a senior officer, together with an indication of the date of preparation, and the name and title of the author of each document, that were prepared for the purpose of evaluating or analysing the proposed transaction with respect to

    • (A) the principal categories of products identified in subparagraph (vii), and

    • (B) its potential impact on

      • (I) prices for those principal categories of products,

      • (II) market shares for those principal categories of products,

      • (III) the competition or the competitors for those principal categories of products,

      • (IV) innovation, and

      • (V) the potential for sales growth or expansion into new products or geographic regions,

  • (xiii) to the extent available, the financial statements of

    • (A) the acquiring party, in the case of a proposed transaction referred to in paragraph 114(1)(a) of the Act,

    • (B) the continuing corporation, in the case of a proposed transaction referred to in paragraph 114(1)(b) of the Act, or

    • (C) the combination, in the case of a proposed transaction referred to in paragraph 114(1)(c) of the Act,

    prepared on a pro forma basis as if the proposed transaction had occurred previously,

  • (xiv) if any of the parties have taken a decision or entered into a commitment or undertaking to make significant changes in any business to which the proposed transaction relates, a summary description of that decision, commitment or undertaking, and

  • (xv) all marketing, business and strategic plans, and similar documents that were prepared or received by a senior officer, and that have been implemented in Canada over the last three years or are to be implemented in Canada, for each of the principal categories of products referred to in subparagraph (vii).