Canada: The Latest On Canadian Private M&A Deal Points

The Market Trends Subcommittee of the Mergers and Acquisitions Committee (the ABA Subcommittee) of the Business Law Section of the American Bar Association released in late December 2014 its latest edition of the Canadian Private Target M&A Deal Points Study (the Canadian Study) based on deals signed in 2012 and 2013. As with prior editions, the Canadian Study provides valuable insight on the use of several deal points in Canadian private M&A transactions and how they compare with those reported by the most recent US Private Target M&A Deal Points Study prepared by ABA Subcommittee which analyzed transactions completed in the US in 2012 (the US Study) as well as the prior edition of the Canadian Study (the Prior Canadian Study) which analyzed transactions completed in 2010 and 2011. This article highlights some of the findings reported by the Canadian Study. The authors were intimately involved with the Canadian Study (and previous Canadian and US studies): Kevin Kyte is Co-Chair of the Canadian Study and Tania Djerrahian1 assisted him on all aspects.

Overview

The Canadian Study shows that M&A practice in Canada is similar to US practice in terms of deal concepts: caps, baskets, survival periods, materiality scrapes, etc. The differences tend to be only as to the degree to which some of these concepts are used. In particular, indemnification concepts continue to show noticeable differences in Canada: indemnification caps tend to be higher (mean of 49% of the purchase price in Canada compared to 16.6% in the US) and survival periods tend to be longer (35% of deals in the Study had survival periods of greater than 18 months compared to only 12% of deals in the US Study). But the authors have noticed a marked convergence of data points in Canada over several years with US data points, no doubt as a result of the number of cross-border deals involving US buyers and the prevalence of these studies.

There is a high degree of quality control on these studies, including the Study. Each initial review is cross-checked by a volunteer from a different firm or organization. The results are then verified by the applicable issue group leader. The Chairs then review spreadsheets of the results, with any unusual results re-verified. Any suspicious data is disqualified. Finally, a member of the leadership of the ABA Subcommittee reviews the proposed final study.

Despite this rigorous approach, there are limitations with any such study, and any general conclusions must be qualified by an organic and dynamic market. Agreements posted on SEDAR (see below) may not represent general practice: certainly, having only 60 agreements qualify for a two year period makes for a very small sample (putting in context data points on agreements that are a subset of those 60 agreements).

The authors also maintain that referring to deal point studies is not a substitute for reasoned negotiations. Nevertheless, the Canadian Study reveals trends that are generally consistent with what we see in our practices.

The Study Sample

The Canadian Study analyzes publicly available acquisition agreements for transactions signed in 2012 and 2013 that involved Canadian private targets being acquired or sold by Canadian reporting issuers and that met the criteria for inclusion in the Study.2 Sixty agreements qualified, which is less than half the number of agreements reviewed in the US Study.3 As with prior years, a large percentage of Canadian deals are in the resources and oil sectors (25%), with the industrial goods and services sector (15%) and the financial sector (13%) close behind. Canadian deals are still typically smaller than deals in the US Study. There is, however, a notable change: the Canadian Study shows an increase in the proportion of transactions with values over C$100M.

 

US Study4

Prior Canadian Study

Canadian Study

Range of Transaction Values

US $17.2M to US$4.7B

C$5M to C$2.25B

C$5.6M to C$5.8B

Transactions Over $100M

63%

11%

31%

 

Financial Provisions

Post-Closing Purchase Price Adjustments

The percentage of transactions using post-closing purchase price adjustments in Canadian deals remains high and consistent with that reported in the Prior Canadian Study and the US Study. There are, however, some changes relating to the adjustment metrics. Notably, there is a marked rise in the use of post-closing purchase price adjustments based on more than one metric (e.g. working capital and indebtedness), making Canadian practice comparable to that reported in the US Study. Also, for the first time, the Canadian Study reports on whether purchase price adjustment provisions require the adjustment amount to exceed a threshold before it is paid – with most deals not including such a requirement, there appears to be little difference between US and Canadian practice on this deal point.5 Finally, one of the more significant differences with the US Study is that Canadian deals are far less likely to have a purchase price adjustment provision that includes a preliminary adjustment of the purchase price on the closing date or that excludes tax-related items from the working capital calculation.

 

US Study

Prior Canadian Study

Canadian Study

Deals with Post-Closing Purchase Price Adjustments

85%

70%

73%

Deals Using More than One Adjustment Metric

59.5%

22.5%

55%

Includes Preliminary Adjustment on Closing Date6

88%

41%

48%

Working Capital Excludes Tax Related Items7

39%

16%

10%

Earnouts

Earnouts allow the parties to an M&A transaction to bridge a valuation gap relating to the future performance of the target by providing for additional payments upon the attainment of certain performance milestones by the target during a specified post-closing period. The percentage of transactions using earnouts in Canadian deals remains consistent with those reported in the Prior Canadian Study and the US Study. For the first time, the Canadian Study reports on three additional earnout-related deal points: (i) whether the earnout accelerates upon a change of control of the target: similar to US practice, acceleration is not market in Canada, (ii) whether buyer can offset indemnity payments owed to it by seller against an earnout payment it owes to seller: unlike US practice, Canadian agreements are equally likely to either expressly permit offsets or be silent on the point, and (iii) whether there is an express disclaimer of a fiduciary relationship by buyer: similar to US practice, an express disclaimer of fiduciary relationship is not market.

 

US Study

Canadian Study

Deals with Earnouts

25%

25%

Earnout Accelerates on Change of Control8

21%

7%

Buyer can Offset Indemnity Payments Against Earnout Payments9

68%

40%

Silence as to whether Buyer can Offset Indemnity Payments Against Earnout Payments10

27%

40%

Express Disclaimer of Fiduciary Relationship Not Included11

79%

80%

Pervasive Qualifiers

Pervasive qualifiers, such as knowledge and material adverse effect (MAE), serve as a risk allocation tool. The use of MAE in Canadian deals remains fairly comparable with that reported in the Prior Canadian Study and the US Study. Some of the key differences between Canadian and US practice are (i) the inclusion of prospects in the definition of MAE, which is considerably higher in Canadian deals, and (ii) the application of MAE to the target's subsidiaries, which is considerably higher in US deals. The Canadian Study shows an increase in the use of carveouts to what constitutes MAE in general, making practice on this deal point more like that reported in the US Study. Finally, the Canadian and US studies show that US and Canadian practice regarding knowledge is fairly similar: knowledge in most deals is defined as constructive knowledge requiring express investigation and imputing the knowledge of identified persons to the target.

 

US Study

Prior Canadian Study

Canadian Study

MAE Included but not Defined

4%

14%

2%

MAE Included and Defined

96%

83%

88%

If MAE Defined, MAE Includes Prospects

17%

35%

40%

If MAE Defined, there are Carveouts

91%

70%

83%

If MAE Defined, MAE Expressly Applies to Target and/or Subsidiaries

88%

50%

61%

Knowledge Not Defined

2%

17%

10%

Knowledge Defined as Actual Knowledge

18%

14%

18%

Knowledge Defined as Constructive Knowledge

80%

69%

72%

If Knowledge Defined as Constructive Knowledge, Express Investigation

71%

87%

91%

Knowledge of Identified Persons Imputed to Target

96%

78%

82%

Target's Representations and Warranties

The target's representations and warranties are important as they serve the basis upon which buyer can obtain disclosure, terminate the transaction, or obtain an indemnity. The Canadian and US studies indicate that, similar to US deals, most Canadian deals include (i) a "fair presentation" representation on the target's financial statements, (ii) a representation regarding no undisclosed liabilities that is not qualified by knowledge and applies to all liabilities (as opposed to only GAAP liabilities), and (iii) a representation on compliance with laws that is not qualified by knowledge. According to the Canadian and US studies, there are still a number of differences between Canadian and US practice in terms of the target's representations and warranties including that a representation on compliance with laws in a Canadian deal is more likely to cover present and past compliance, but less likely to include a notice of violation.

 

US Study

Prior Canadian Study

Canadian Study

Includes Fair Presentation Representation on Financial Statements

99%

93%

96%

Includes No Undisclosed Liabilities Representation

94%

78%

90%

If Includes No Undisclosed Liabilities Representation, Qualified by Knowledge12

3%

18%

2%

If Includes No Undisclosed Liabilities Representation, Applies to all Liabilities13

78%

n/a

79%

Includes Representation on Compliance with Laws

99%

89%

95%

If Includes Representation on Compliance with Laws, Qualified by Knowledge14

5%

23%

5%

If Includes Representation on Compliance with Laws, Covers Present and Past Compliance15

33%

55%

62%

If Includes Representation on Compliance with Laws, Covers Notice of Violation16

73%

21%

36%

Target's Covenants

The parties to an M&A transaction typically negotiate covenants with respect to how the target may be operated during the period between the signing and closing of transaction and what each party will do to ensure that the transaction is completed. The Canadian and US studies report on a number of such covenants. For the first time, the Canadian Study reports on whether Canadian deals include a covenant by the target to conduct business in ordinary course. Similar, to what has been reported in the US Study, most agreements include a covenant by the target to conduct business in ordinary course and the covenant typically includes a qualification that the conduct be consistent with past practices. What differs between US and Canadian practice is that in a Canadian deal, the covenant is more likely to include an efforts standard.

 

US Study

Canadian Study

Includes Covenant of Conduct Business in the Ordinary Course17

95%

93%

If Includes Covenant to Conduct Business in the Ordinary Course, Qualified by Efforts Standard

16%

41%

If Includes Covenant to Conduct Business in the Ordinary Course, Qualified by Consistent with Past Practices

89%

78%

Conditions to Closing

A purchase agreement will include conditions to closing when the transaction does not simultaneously sign and close. If the conditions in favour of a party are not met, that party will typically have the right to refuse to close the transaction. The Canadian and US studies report on a number of closing conditions, one of which is the condition requiring the target's representations and warranties to be accurate as of the closing date of the transaction (i.e., a bring-down). The Canadian Study indicates that, similar to US deals, almost all Canadian deals include a bring-down condition. There are, however, some differences between Canadian and US practice in the elements included in a bring-down condition. One of these differences is whether double materiality will be "scraped". Double materiality occurs where some of the representations and warranties regarding the target in the purchase agreement are qualified by materiality and the corresponding condition is also qualified by materiality. Where a double materiality "scrape" is included, for the purposes of the bring-down, the materiality qualifiers included in the representations and warranties are disregarded and only the materiality qualifier in the closing condition applies. According to the Canadian and US studies, double materiality "scrapes" are typically included in bring-downs in the US, but not in Canada.

 

US Study

Canadian Study

Includes Condition on Accuracy of Representations and Warranties at Closing18

99%

99%

If Condition on Accuracy of Representations and Warranties at Closing Included, Double Materiality Scrape Included

86%

18%

Indemnification

Survival Periods

The parties risk post-closing liability for a breach of the representations and warranties or covenants in the purchase agreement to the extent that, and for the time period during which, their representations and warranties or covenants survive the closing. The Canadian Study shows that the survival period for representations and warranties in Canadian deals is getting shorter. However, US deals are still far more likely to have a shorter survival period.

 

US Study19

Prior Canadian Study

Canadian Study20

Survival with Period of 18 months or less

85%

35.8%

58%

Survival with Period of more than 18 months

12%

55.5%

35%

Survival with Silence on Period

1%

7%

4%

Express No Survival

2%

1.7%

4%

Indemnity Baskets

Indemnity baskets establish the minimum dollar amount of losses a party has to incur under the purchase agreement before the other party is obliged to indemnify. Baskets can be (i) deductible: once a party's losses exceed the amount specified in the agreement, the other party has to indemnify only for losses exceeding the specified amount or (ii) first dollar: once a party's losses exceed the specified amount, the other party has to indemnify for all losses starting from dollar one. Similar to the US, most deals in Canada have baskets. However, Canadian and US practice diverge on the type of basket used, with first dollar baskets being more common in Canada and deductible baskets being more common in the US.

 

US Study

Prior Canadian Study

Canadian Study

No Basket21

4%

20%

8%

Deductible Basket22

59%

14%

36%

First Dollar Basket23

32%

59%

50%

Combination Basket24

5%

7%

6%

Another type of basket is known as an eligible claim threshold or a mini basket. An eligible claim threshold will provide that a party is not required to indemnify the other party for an individual claim where the loss relating to the claim is less than a specified amount, the idea being that any claim below the specified amount is not a significant enough given the scope of the transaction. According to the Studies, the use of eligible claim thresholds, though still not used in the majority of transactions, is on the rise in Canada and is comparable to US deals.

 

US Study

Prior Canadian Study

Canadian Study

Eligible Claim Threshold25

30%

19%

27%

Indemnity Caps

Purchase agreements may also contain a cap on indemnification obligations which sets out the maximum amount a party can recover for losses. The Canadian and US studies indicate that almost all deals in Canada and the US have a cap, but that caps are still generally much higher in Canada.

 

US Study

Canadian Study

No Cap Specified26

4%

10%

Mean Cap as % of Transaction Value27

16.6%

49%

Median Cap as % of Transaction Value28

10%

40%

Cap as % of Transaction Value:29

- Less than 10%

48%

8%

- 10%

12%

10%

- Greater than 10% to 15%

29%

5%

- Greater than 15% to 25%

4%

20%

- Greater than 25% to 50%

2%

15%

- Greater than 50% but Less than Purchase Price

0%

17%

- Purchase Price

6%

25%

Stand-Alone Indemnities

In addition to the general indemnification obligations, the parties to an M&A transaction may also negotiate stand-alone indemnities relating to specific issues. Stand-alone indemnities benefit the buyer as they are typically carved out of the general basket, cap and survival periods that otherwise apply to breaches of representations and warranties and covenants. For the first time, the Canadian Study reports on the use of stand-alone indemnities in Canadian deals. According to the Canadian and US studies, Canadian practice is similar to US practice in terms of stand-alone indemnities and is seen in the chart below.

 

US Study

Canadian Study

Employee Benefit30

3%

7%

Environmental31

5%

9%

Taxes32

40%

53%

Other33

51%

56%

None34

27%

22%

Footnotes

1 Of the Montreal office of Stikeman Elliott LLP. The views expressed by the authors do not necessarily reflect the views of other M&A practitioners at Stikeman Elliott LLP.

2 The Canadian Study sample was obtained from acquisition agreements filed on SEDAR (the System for Electronic Documents and Analysis and Retrieval) maintained by Canadian securities regulatory authorities for reporting issuers. The Canadian Study excluded acquisition agreements for transactions in which the transaction value was less than C$5M, transactions where the target was in bankruptcy, transactions involving non-arm's length parties, transactions not governed by Canadian law, and transactions otherwise deemed inappropriate for inclusion. The reviewers started with over 600 agreements for potential inclusion. Less than 10% were retained.

3 136 agreements were reviewed in the US Study.

4 The Canadian dollar and the US dollar were close to par during the study period.

5 In the US Study, 9% of transactions with a post-closing purchase price adjustment required the adjustment amount to exceed a threshold and in the Canadian Study, 5% of transactions with a post-closing purchase price adjustment required the adjustment amount to exceed a threshold.

6 Of the subsets deals with post-closing purchase price adjustments.

7 Of the subset deals with working capital post-closing purchase price adjustments.

8 Of the subset deals with earnouts.

9 Of the subset deals with earnouts.

10 Of the subset deals with earnouts.

11 Of the subsets deals with earnouts.

12 Of the subset deals with Undisclosed Liabilities Representation.

13 Of the subset deals with Undisclosed Liabilities Representation.

14 Of the subset deals with Compliance with Laws Representation.

15 Of the subset deals with Compliance with Laws Representation.

16 Of the subset deals with Compliance with Laws Representation.

17 Of the subset deals with deferred closings.

18 Of the subset deals with deferred closings.

19 Total reported by the US Study is 101% due to rounding.

20 Total reported by the Canadian Study is 101% due to rounding.

21 Of the subset deals with survival provisions.

22 Of the subset deals with survival provisions.

23 Of the subset deals with survival provisions.

24 Of the subset deals with survival provisions.

25 Of the subset deals with baskets.

26 Of the subset deals with survival provisions.

27 Of the subset deals with caps.

28 Of the subset deals with caps.

29 Of subset deals with determinable caps.

30 Of the subset deals with survival provisions.

31 Of the subset deals with survival provisions.

32 Of the subset deals with survival provisions.

33 Of the subset deals with survival provisions.

34 Of the subset deals with survival provisions.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions