Happy New Year – 2012


Happy New Year and welcome to Business Matters, the newsletter of Clark Wilson’s Private Company Transaction Group.

Last year was a busy year for our group handling all manner and size of public-private and private-private purchase and sale transactions. A common theme of 2011 was the strategic buyer acquiring a competitor or company in the same industry as a means of increasing local market share or gaining access to British Columbia or the larger Canadian market. We handled a number of significant multi-jurisdictional transactions along with the usual array of purchase and sale transactions involving British Columbia based businesses. Transaction size ranged from just over $100 million to $5 million, though we also handled a number of smaller family and local start-up transactions.

Another theme for us in 2011 was the baby boomer business owner cashing out by way of a share sale. We fully expect that theme to gain momentum in coming years given our aging population and continued consolidation in a number of industry sectors. In our experience, few boomer business owners have experience with purchase and sale transactions and consequently have little or no idea how to prepare their business for sale, acquire a retiring competitor or successfully navigate a purchase and sale transaction. With that in mind, in this issue we have included answers to some frequently asked questions that arise in negotiating private company M&A deals. We hope you find them helpful and we welcome any feedback that you may have.

Also in this issue, we discuss the Competition Bureau’s challenge of a relatively small merger transaction involving hazardous waste disposal businesses in north-eastern British Columbia. The challenge appears to be a sign that a reinvigorated Competition Bureau will be paying closer attention to small merger transactions. Parties to transactions with potentially anti-competitive results should take heed.