Alert: Amendments to Business Acquisition Report Requirements for Non-Venture Issuers

Alert: Amendments to Business Acquisition Report Requirements for Non-Venture Issuers

On August 20, 2020, the Canadian Securities Administrators (“CSA”) published final amendments to the Business Acquisition Report (“BAR”) requirements for reporting issuers that are not venture issuers. The amendments are intended to reduce the regulatory burden on non-venture reporting issuers by limiting the requirements for filing a BAR. The amendments are expected to be effective on November 18, 2020.

The amendments will change the criteria for determining whether a completed acquisition is significant, based on the three tests set out in National Instrument 51-102 Continuous Disclosure Obligations:

  1. Previously, a non-venture issuer would have to file a BAR if any one of the three significance tests (the asset test, the investment test or the profit or loss test) was met. Under the amended requirements, an acquisition will be significant if two or more of the three significance tests are satisfied. A non-venture issuer will not be required to file a BAR if only one of the three significance tests is met.
  2. The significance test threshold for acquisitions by non-venture issuers has been increased from 20% to 30%.

No changes to the BAR requirements for venture issuers are being made at this time. In 2015, the CSA reduced the regulatory burden for venture issuers by increasing the significance test threshold from 40% to 100% and by removing the requirement that BARs filed by venture issuers include pro forma financial statements.

The complete CSA Notice of these amendments can be accessed here.

 

This communication contains a general overview of the topic and is current as of August 21, 2020. The application of the principles addressed will depend upon the particular facts and circumstances of each individual case. Accordingly, this publication is not a substitute for professional advice and we recommend that any decisions you take about the application or not of any of the information presented be made in consultation with a qualified professional who can address any variance that may be required to reflect your circumstances. Please contact your local MNP representative for customized assistance with the application of this material. MNP LLP accepts no responsibility or liability for any loss related to any person's use of or reliance upon this material. © MNP LLP 2020. All rights reserved.

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Michelle Balmer

Michelle Balmer CPA, CA

Vice President, Assurance

Michelle Balmer, CPA, CA, is a Senior Assurance Services Partner with MNP. With 14 years of experience in public practice, Michelle helps a broad range of public and privately held companies in a variety of industries. She also works on special projects, including costing studies, benchmarking and best-practice studies, operational analyses, litigation support and due diligence.

As a key member of MNP's Assurance team, Michelle has played an instrumental role in assurance policy development, implementing accounting and assurance standards firm-wide and educating assurance practitioners regarding methodologies and new pronouncements. She also provides technical advice and consultation on accounting and assurance issues, as well as on rules of professional conduct issues, to all MNP practitioners.

Michelle was certified a Chartered Accountant (CA) after obtaining a Bachelor of Commerce degree from the University of Alberta. She has been actively involved with the Institute of Chartered Accountants of Alberta, including the Chartered Accountants School of Business, in an instructional and marketing capacity. An avid volunteer, she has assisted numerous groups such as the Easter Seals of Alberta, Paralympic Sports Association and Junior Achievement of Northern Alberta.