Proposed Amendments to Business Acquisition Report Requirements

On September 5, 2019, the Canadian Securities Administrators (CSA) published for comment proposed amendments to the business acquisition report (BAR) filing requirements for non-venture issuers.

Currently, a reporting issuer that is not a venture issuer must file a BAR in respect of an acquisition if any one of the three significance tests set out in National Instrument 51-102 – Continuous Disclosure Obligations exceeds 20%.

If implemented, the proposed amendments will increase the significance threshold from 20% to 30% and require that at least two of the three significance tests be exceeded.

The CSA believes that increasing the significance threshold from 20% to 30% will meaningfully reduce the regulatory burden on reporting issuers without compromising the benefits investors receive from BAR disclosure. The CSA also believes that a two-trigger test will be more effective in eliminating anomalous results that have been observed on some occasions from the application of the current rules.

No changes have been proposed yet to the BAR requirements for venture issuers.

The comment period for the proposed amendments is open until December 4, 2019.

DISCLAIMER: This post is intended to convey general information about legal issues and developments as of the date above. It does not constitute legal advice and must not be treated or relied on as such.