Information Bulletin on Merger Remedies in Canada: V. Confidential Schedules

67. The Bureau aims to be as transparent as possible with respect to the terms of consent agreements. However, at the request of the vendor, the Bureau may agree to let certain provisions of a negotiated settlement requiring divestitures remain confidential during the initial sale period only. In particular, the length of the initial sale period, the fact that there is no minimum price, and both the existence and the specific asset(s) that form part of the crown jewel package, may be considered by the Bureau for inclusion in confidential schedules to a consent agreement.

68. When such confidential schedules exist, bona fide prospective buyers who sign confidentiality agreements will have access to information about the initial asset package itself, but not to confidential schedules.

69. Once the trustee period begins, most terms will be made public, including the time period in which the divestiture must occur, all crown jewel provisions, and the fact that the divestiture package must be sold at no minimum price.

70. Full disclosure of the terms of a consent agreement will occur in the following circumstances:

• in multi-jurisdictional cases, where remedies are coordinated with other agencies, to the extent that terms are made public in the other jurisdictions; and
• upon completion of the divestiture(s) in a negotiated settlement.