l•I Mlnlstere de la Justice Department of Justice Canada Canada Bureau de la concurrence Services juridiques Place du Portage, Tour t 22e etage 50, rue Victoria Gatineau (Quebec) K1A OC9 May 25, 2010 DELIVERED Mr. Joseph LaRose Deputy Registrar The Competition Tribunal Thomas D' Arey McGee Building Suite 600 - 90 Sparks St. Ottawa, Ontario KlP 5B4 Dear Sir: Re: Amalgamation of Suncor Energy Inc. {"Suncor") and Petro-Canada {"Petro Canada"), CT-2009-011
We write to request that the Consent Agreement registered on July 22, 2009 ("Consent Agreement") in the above-noted matter be varied on consent pursuant to paragraph 106(1 )(b) of the Competition Act. Please note that the amalgamation of Suncor and Petro Canada was consummated on August 1, 2009; thus Suncor is the only remaining respondent in this matter.
Pursuant to the Consent Agreement, Suncor was to cause a Divestiture (as defined under the Consent Agreement) of its interest in a number of retail gas stations, identified in a schedule to the Consent Agreement. In respect of four stations, Suncor and the Commissioner have agreed, as provided for under paragraph 22(a) of the Consent Agreement, that Suncor may enter. into a long term lease/sublease arrangement with Canadian Tire Corporation ("CTC"), whereby CTC will operate these·stations independently from Suncor. The terms of the agreement between the Commissioner and Suncor, which are confidential, are set out in a letter dated Friday, May 14, · 2009, a copy of which is enclosed {"Confidential Letter Agreement"). · Pursuant to paragraph 12 of the Confidential Letter Agreement, the Commissioner and Suncor have agreed to the immediate registration of the Confidential Letter Agreement as a confidential schedule to the Consent Agreement. Suncor asserts, and the Commissioner accepts, that the Confidential Letter Agreement contains commercially sensitive information, the unrestricted disclosure of which could result in commercial harm to Suncor.
Competition Bureau . Legal Services Place du Portage, Phase I 22nd floor 50 Victoria Street Gatineau, Quebec K1A OC9 Telephonerfelephone: (819) 956-6891 Telecopieur/Facsimile: (819) 953-9267 Courriel/Email: nikiforos.iatrou@cb-bc.gc.ca ..
In the circumstances, Suncor and the Commissioner present this joint application pursuant to section I 06 of the Competition Act for an order varying the Consent Agreement so as to add the Confidential Letter Agreement as a confidential schedule to the Consent Agreement and . to amend paragraph I 08 of the Consent Agreement to include the new schedule as one of the schedules for which confidentiality continues to apply during and following the duration of the Consent Agreement. We enclose a public and confidential version· of a draft order to this effect for the Competition Tribunal's consideration.
In previous cases, including The Commissioner of Competition v. Akzo Nobel N.V. (CT-2007-010) and The Commissioner of the Competition v. Agrium Inc. (CT-2009-16), the Competition Tribunal made orders on consent pursuant to· section I 06 without the need for counsel for the parties to appear in person. Should you require further infonnation regarding the application.or the circumstances surrounding the application, we would be pleased to provide ':"hatever information is required.
Sincerely,
Nikiforos Iatrou Counsel to the Commissioner of Competition Encl. Cc: Calvin S. Goldman, Q.C.
Calvin S. Goldman, Q.C. . Counsel to Suncor Energy Inc.