51-102F4 - Business Acquisition Report [F - Rescinded]
- BCN 2004/16 - Adoption of National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, and Related Instruments effective March 30, 2004 [BCN - Lapsed]
Business Acquisition Report
Business Acquisition Report
PART 1 GENERAL INSTRUCTIONS AND INTERPRETATION
(a) What is a Business Acquisition Report?
Your company must file a Business Acquisition Report after completing a significant acquisition. See Part 8 of National Instrument 51-102. The Business Acquisition Report describes the significant businesses acquired by your company and the effect of the acquisition on your company.
(b) Use of “Company”
Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities.
(c) Focus on Relevant Information
When providing the disclosure required by this Form, focus your discussion on information that is relevant to an investor, analyst or other reader.
(d) Incorporating Material By Reference
You may incorporate information required by this Form, other than the financial statements or other information required by Item 3, by reference to another document. Clearly identify the referenced document, or any excerpt of it, that you incorporate into this Report. Unless the referenced document or excerpt has already been filed, you must file it with this Report.
(e) Defined Terms
If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51-102 and to National Instrument 14-101 Definitions. If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in National Instrument 51-102, refer to section 1.4 of Companion Policy 51-102CP.
(f) Plain Language
Write this Report so that readers are able to understand it. Consider both the level of detail provided and the language used in the document. Refer to the plain language principles listed in section 1.5 of Companion Policy 51-102CP. If you use technical terms, explain them in a clear and concise manner.
(g) Numbering and Headings
The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere in the Report.
PART 2 CONTENT OF BUSINESS ACQUISITION REPORT
Item 1 Identity of Company
1.1 Name and Address of Company
State the full name of your company and the address of its principal office in Canada.
1.2 Executive Officer
Give the name and business telephone number of an executive officer of your company who is knowledgeable about the significant acquisition and the Report, or the name of an officer through whom such executive officer may be contacted.
Item 2 Details of Acquisition
2.1 Nature of Business Acquired
Describe the nature of the business acquired.
2.2 Date of Acquisition
State the date of acquisition used for accounting purposes.
If your company is using Canadian GAAP, the date of acquisition for accounting purposes is one of the following two dates, whichever is applicable:
(a) the date the net assets or equity interests are received, and the consideration is given; or
(b) the date of the written agreement that provides that control of the acquired enterprise transferred to the acquirer, subject only to those conditions required to protect the interests of the parties involved, or the later date, if any, specified in the written agreement that such control is to be transferred.
Disclose the type and amount of consideration, both monetary and non-monetary, paid or payable by your company in connection with the significant acquisition, including contingent consideration. Identify the source of funds used by your company for the acquisition, including a description of any financing associated with the acquisition.
2.4 Effect on Financial Position
Describe any plans or proposals for material changes in your business affairs or the affairs of the acquired business which may have a significant effect on the results of operations and financial position of your company. Examples include any proposal to liquidate the business, to sell, lease or exchange all or a substantial part of its assets, to amalgamate the business with any other business organization or to make any material changes to your business or the business acquired such as changes in corporate structure, management or personnel.
2.5 Prior Valuations
Describe in sufficient detail any valuation opinion obtained within the last 12 months by the acquired business or your company required by securities legislation or a Canadian exchange or market to support the consideration paid by your company or any of its subsidiaries for the business, including the name of the author, the date of the opinion, the business to which the opinion relates, the value attributed to the business and the valuation methodologies used.
2.6 Parties to Transaction
State whether the transaction is with an informed person, associate or affiliate of your company and, if so, the identity and the relationship of the other parties to your company.
2.7 Date of Report
Date the Report.
Item 3 Financial Statements
Include the financial statements or other information required by Part 8 of National Instrument 51-102. If applicable, disclose that the auditors have not given their consent to include their audit report in this Report.