On July 21, 2011, the Competition Bureau (the
"Bureau") released two new Interpretation Guidelines (the
"Interpretation Guidelines") setting out the Bureau's
approach to notifiable transactions in the context of unsolicited
or hostile transactions.
"Hostile Transactions Interpretation Guideline Number I:
Bureau Policy on Disclosure of Information" replaces a June,
2010 policy statement and states that while the Bureau generally
protects information provided to or obtained by it under the Act,
in the context of a hostile transaction it is obliged to
immediately advise a target entity of receipt of a notification
filing from a bidder. This guideline also states that the Bureau
will provide information typically disclosed in the context of a
non-hostile transaction (such as the complexity designation of the
transaction, the anticipated timing of the Bureau's review,
etc.) to both the target and the bidder in an equitable manner,
subject to statutory restrictions on the disclosure of confidential
The second publication, "Hostile Transactions
Interpretation Guideline Number 2: Bureau Policy on Running of
Subsection 123(1) Waiting Periods" is new and explains how the
Bureau will calculate applicable waiting periods in the context of
an unsolicited bid for the acquisition of shares. When the
Commissioner of Competition receives a notification of such a
proposed transaction from the bidder, she will immediately notify
the target, and the target will have 10 days to provide information
prescribed under the Act. The applicable waiting period will start
when the bidder submits its notification or, if a supplementary
information request (a "SIR") is issued, when the bidder
certifies completeness with the SIR, regardless of when information
is provided to the Bureau by the target. The new guideline also
describes how applicable waiting periods will be affected if there
is a change in status of an unsolicited bid.
For further information, the Interpretation Guidelines can be
accessed on the Bureau's website here
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