Determining Whether a Transaction Is Notifiable
The Act contemplates five broad categories of transactions that are subject to pre-merger notification (listed below). Each category requires that the target has an “operating business” in Canada, defined as a business undertaking in Canada to which employees employed in connection with the undertaking ordinarily report for work. Step 1: Assess the Transaction-Size Threshold
If there is an “operating business” in Canada, does the proposed transaction exceed the applicable transaction-size threshold on the basis of the relevant transaction type below?
2. Share Acquisition
1. Asset Acquisition
Does either (i) the value of the target’s assets in Canada or (ii) its annual gross revenues from sales in, from or into Canada generated from those assets exceed $93 million? and
Does either (i) the value of the target’s assets in Canada or (ii) its annual gross revenues from sales in, from or into Canada generated from those assets exceed $93 million? Gross revenues “in, from or into” Canada refers to domestic sales, export sales to a foreign jurisdiction and import sales from a foreign jurisdiction.
Where any of the target’s voting shares are publicly traded, will the purchaser and its affiliates own more than a 20% voting interest following the acquisition if more than a 20% but less than a majority voting interest is already held, will the purchaser and its affiliates own more than a 50% voting interest following the acquisition?
Where none of the target’s voting shares are publicly traded, will the purchaser and its affiliates own more than a 35% voting interest following the acquisition if more than a 35% but less than a majority voting interest is already held, will the purchaser and its affiliates own more than a 50% voting interest following the acquisition?
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