Archive for the 'Mergers' Category
On February 29, 2012, Industry Canada announced that the threshold for review for WTO investors or vendors, other than Canadians, is now C $330 million for 2012 (increased from C $312 million in 2011).
The new threshold was published in the Canada Gazette Part I on February 25, 2012 (see: Canada Gazette).
The monetary threshold for review under the Investment Canada Act (the “ICA”) for WTO investors is both higher than the general thresholds under the ICA, which are $5 million and $50 million for direct and indirect transactions respectively, and increased annually based on GDP growth.
The Competition Bureau has published its February edition of CB In Brief (see: CB In Brief – February 2012).
This edition includes announcements relating to the Chicoutimi Hospital bid-rigging case, 2012 increase of the size of transaction merger threshold and the Bureau’s new monthly reports of concluded merger reviews.
We like to highlight particularly impressive competition/antitrust law websites, books and academic projects from time-to-time. In this regard, one of the most impressive ongoing collective scholarship projects is the Essentials of Merger Review project being worked on by members of the American Bar Association’s International Antitrust Law Committee (see: Essentials of Merger Review).
This staggering and ambitious project is currently assembling and updating the essential merger review rules for most countries with merger review systems, including Canada, under the supervision of a team of regional editors.
Currently, the Merger Review Project includes summaries for more than 40 jurisdictions.
The Maple Group Acquisition Corporation (“Maple”) announced earlier today that it would extend its offer once again to acquire the TMX Group.
In making the announcement, Maple said:
“Maple and TMX Group are committed to the transaction and are working diligently to obtain the required regulatory approvals. To this end, they are in ongoing discussions with the regulators and have made numerous submissions to them, including a proposed CDS pricing model, and have proposed remedies to address concerns regarding equities trading.
As previously disclosed, under the Support Agreement between Maple and TMX Group, Maple has agreed to use commercially reasonable efforts to obtain all required regulatory approvals, including from the securities regulatory authorities and the Commissioner of Competition, and to accept all conditions, commitments and undertakings necessary to do so, provided they do not result in a “Material Detriment” as defined in the Support Agreement. Maple is continuing to seek to resolve outstanding issues and concerns raised by the securities regulatory authorities and the Competition Bureau. However, there can be no assurance that remedies short of a Material Detriment will address the issues and concerns raised by the securities regulatory authorities and the Commissioner or that the required regulatory approvals will be obtained.
Details of Maple’s offer are available in its Offer and Circular dated June 10, 2011, as varied by the Notice of Variation dated June 24, 2011, the Notice of Change and Extension dated August 8, 2011, the Notice of Extension dated September 29, 2011, the Notice of Variation and Extension dated October 31, 2011, the Notice of Extension dated January 31, 2012 and a further Notice of Extension to be filed by Maple on SEDAR and mailed to TMX Group’s shareholders in respect of the current extension of the offer. These documents are also available at www.abetterexchange.com.”
Bruce Lyons has posted a very interesting summary of the European Commission’s and U.S. DoJ’s approval of Google’s acquisition of Motorola Mobility on Competition Policy Blog (University of East Anglia)
From Competition Policy Blog:
“The European Commission and US DoJ have approved a (mainly) vertical acquisition of Motorola Mobility (MM) by Google because the specific transaction would not lessen competition. They did so with weary resignation that it is part of the patent arms race into which they will be drawn to adjudicate in the coming months and years. The underlying problem is that ‘fair, reasonable and non-discriminatory’ (FRAND) royalty commitments are fit for purpose as part of standard setting agreements.”
For the complete post see:
Merger Approval of Google-Motorola Mobility and the Failure of FRAND
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The ABA International Antitrust Law Committee has published a new January 2012 newsletter entitled: “Hot Topics”, with an article on the economic aspects of MOFCOM’s review of Seagate’s acquisition of Samsung’s hard disc drive business (see: China Highlights Economic Analysis in Decision Approving Seagate Acquisition of Samsung HDD Business). The Committee’s “Hot Topics” series allows practitioners to opine on recent developments in their jurisdiction.
About the ABA International Antirust Law Committee:
“The Committee is an international network of antitrust practitioners and officials from many jurisdictions, including those with established and developing antitrust regimes. We provide a unique forum for practitioners and others with an interest in antitrust to learn about antitrust developments around the world as they happen, influence international antitrust policy and laws, and connect with an interesting and fun group of professionals from all corners of the globe.
During this 2011-2012 ABA year, we plan to build on our platform of award winning programs, publications and policy initiatives we have pursued in prior years. Our Committee’s success would not be possible without the energy, inspiration and involvement of our members and we welcome new suggestions and innovative ideas. As a member of this Committee, you will enjoy the unique opportunity to build your own network of antitrust colleagues around the world. One of the best aspects of the Committee is that we always encourage new faces, ideas and contributions; you can quickly become an integral part of what we do.”
The International Antitrust Law Committee also publishes an active listserve, annual Year-in-Review and an Essentials of Merger Review project, an ongoing Committee project that provides an online resource for practitioners to learn the “essentials of merger review” in key antitrust jurisdictions around the world. The Committee has posted reports for 40 jurisdictions
The Committee also reports that it intends to turn its Essential of Merger Review project in to a hard-copy publication and is starting a similar on-line project for country-by-country information on cartel investigations.
The Committee will be holding its Spring Meeting in New York from April 17 to April 21.
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For more information about our regulatory law services contact: contact
For more regulatory law updates follow us on Twitter: @CanadaAttorney
The United States Department of Justice announced that it was closing its three investigations into Google Inc’s acquisition of Motorola Mobility Holdings Inc., the acquisitions by Apple Inc., Microsoft Corp. and RIM of certain Nortel patents, and the acquisition by Apple of certain Novell Inc. patents (see: Department of Justice Closes its Investigation of Google Inc.’s Acquisition of Motorola Mobility Holdings Inc.).
In making the announcement, the DoJ said:
“After a thorough review of the proposed transactions, the Antitrust Division has determined that each acquisition is unlikely to substantially lessen competition and has closed these three investigations. In all of the transactions, the division conducted an in-depth analysis into the potential ability and incentives of the acquiring firms to use the patents they proposed acquiring to foreclose competitors. In particular, the division focused on standard essential patents (SEPs) that Motorola Mobility and Nortel had committed to license to industry participants through their participation in standard-setting organizations (SSOs). The division’s investigations focused on whether the acquiring firms could use these patents to raise rivals’ costs or foreclose competition.
The division concluded that the specific transactions at issue are not likely to significantly change existing market dynamics.”
The Competition Bureau announced today that the pre-merger notification size of transaction threshold for 2012 will increase to C $77 million (increased from C $73 million in 2011). The 2012 size of transaction threshold will come into effect on about February 11, 2012 following publication in the Canada Gazette.
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