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Overview: The Canadian Securities Administrators (CSA) has published final amendments to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers, effective from November 18th, 2020.
Reporting issuers (that are not investment funds) are required to file a business acquisition report (BAR) after completing a significant acquisition. Three significance tests are performed to determine whether a BAR is required to be filed. The three significant tests are frequently referred to as the income, asset and investment test.
Part 8 of NI 51-102 has been amended to:
  • alter the determination of significance for reporting issuers that are not venture issuers such that an acquisition of a business or related businesses is a significant acquisition only if at least two of the existing significance tests are triggered (the Two-Trigger Test); and
  • increase the threshold of the significance tests for reporting issuers that are not venture issuers from 20% to 30%.
These amendments will likely result in a reduction in the number of BARs required to be filed under Canadian securities laws.
Guidance has also been added to subsection 8.1(4) of Companion Policy 51-102CP reminding issuers that an acquisition may constitute the acquisition of a business for securities legislation purposes, even if the acquired set of activities or assets does not meet the definition of a “business” for accounting purposes.
The full news release is available on the CSA website.
National office contacts
Sean Cable - sean.c.cable@pwc.com  or 416-814-5831
Carolyn Anthony - carolyn.anthony@pwc.com or 416-815-5266
Lucy Durocher - lucy.durocher@pwc.com  or 416-869-2311
Elana du Plessis - elana.duplessis@pwc.com or 416-687-9191
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