1E9Ct5D

are additional rules that apply foramalgamations and joint ventures.A Merger meeting the above thresholdscannot be completed until the expiration of a30 day statutory waiting period (subject toextension by supplementary informationrequests known as “SIRs”), unless waivedby the Bureau. Failure to notify “withoutgood and sufficient cause” is a criminaloffence, liable on conviction to a fine of upto $50,000.In determining if a Merger or proposedMerger will substantially lessen competition,a number of factors are consideredincluding the extent to which foreignproducts or foreign competitors provide orare likely to provide effective competition tothe businesses of the parties to the Mergeror proposed Merger; whether the business,or a part of the business, of a party to theMerger or proposed merger has failed or islikely to fail; the extent to which acceptablesubstitutes for products supplied by theparties to the Merger or proposed Mergerare or are likely to be available; any barriersto entry into a market, including tariff andnon-tariff barriers to international trade andany effect of the Merger or proposed Mergeron such barriers; the extent to whicheffective competition remains or wouldremain in a market that is or would beaffected by the Merger or proposed Merger;any likelihood that the Merger or proposedMerger will or would result in the removal ofa vigorous and effective competitor; thenature and extent of change and innovationin a relevant market; and any other factorthat is relevant to competition in a marketthat is or would be affected by the Merger orproposed Merger.If the Commissioner refers a Merger to theCompetition Tribunal, and the Tribunaldetermines that a Merger or proposedmerger prevents or lessens competitionsubstantially, or is likely to do so, it mayorder that the Merger be dissolved or notproceeded with, or allow it to proceed undercertain conditions (such as requiring thesale of some or all of the assets acquired).Where there are no competition issuesrelated to a Merger, the parties may applyfor an Advance Ruling Certificate (“ARC”).The Commissioner may issue the ARCwhere he or she is satisfied that a proposedMerger will not prevent or lessencompetition substantially. This is the highestform of clearance for a proposed Mergerand if issued exempts the parties from thepre-notification requirements and precludesthe Commissioner from challenging theMerger. Typically, however, theCommissioner will instead issue a “noaction letter” stating that the Bureau will notcontest the completion of the Merger, butwill maintain its ability to do so up to oneyear post-completion.Marketing and AdvertisingThe Competition Act also applies to allforms of advertising (including contests andpromotions) and any claims made in them.Criminal or civil penalties may be imposedon the makers of false or misleadingadvertising.Knowingly or recklessly making false ormisleading representations to the public,deceptive telemarketing and deceptive prizewinning notices are all subject to criminalsanctions. If found guilty of a criminaloffence, the penalties are:Trade and Business Conduct Regulation45