PUBLIC CT-2008- CX) l THE COMPETITION TRIBUNAL IN THE MATTER OF the Competition Act, R.S.C. 1985, c. C-34, as amended; AND IN THE MATTER OF an application by the Commissioner of Competition for an interim order pursuant to section 100 of the Competition Act;
AND IN THE MATTER OF an inquiry pursuant to paragraph lO(l)(b) of the Competition Act into the proposed acquisition l)y an affiliate of American Iron & Metal Company Inc. of all of the issued and outstanding shares of S N F Inc.
BETWEEN: THE COMMISSIONER OF COMPETITION Applicant
-and-AMERICAN IRON & METAL COMPANY INC. 6876544 CANADA INC., SN F INC., HAMETAL CANADA INC. FONDS DE SOLIDARITE DES TRAV AILLEURS DU QUEBEC (F.T.Q.) NOTICE OF APPLICATION TAKE NOTICE THAT the Commissioner of Competition (the "Commissioner") will make an application, on Wednesday, the 30th day of January, 2008, at the Competition Tribunal, Thomas D'A rey McGee Building, Suite 600, 90 Sparks Street, Ottawa, Ontario, at 10:00 a.m. or as soon as possible thereafter.
Respondents ........ ~~~~~T=Rm=u=N~A~l--...,~ . CONCURRENa P R 0 D u I REGISTAAIRE T
-2-1. THE APPLICATION IS FOR: a. an order prohibiting American Iron & Metal Company Inc. and 6876544 Canada Inc. (collectively, "AIM") from directly or indirectly acquiring, taking up, purchasing, paying for or accepting for payment any shares of S N F Inc. ("SNF") (the "Proposed Transaction"); b. an order prohibiting Hametal Canada Inc. ("Hametal") and Fonds de solidarite des travailleurs du Quebec (F.T.Q.) ("FTQ") (collectively the "Vendors") from selling or transferring any shares of SNF to AIM or any affiliate of AIM; c. an order prohibiting AIM and SNF from taking any other step directed toward the completion or implementation of the Proposed Transaction; d. in the alternative, an order prohibiting AIM from doing any act or thing directed toward implementing the Proposed Transaction by closing or disposing of all or part of AIM's or SNF's business related to the purchase, processing and/or sale of scrap metal in Quebec and Atlantic Canada (collectively, "Eastern Canada"), including terminating the employment of any personnel engaged in those operations or disposing of assets from those operations; and e. such further and other order as this Honourable Tribunal deems appropriate.
-3-2. THE GROUNDS FOR THE APPLICATION ARE: a. AIM has advised the Competition Bureau (the "Bureau") that it intends to complete the Proposed Transaction on February 1, 2008; b. an inquiry is being made under paragraph 10(1)(b) of the Competition Act into the Proposed Transaction; , c. in the Commissioner's opinion, more time is required to complete the inquiry; d. the Commissioner has not yet completed her inquiry, but has reason to believe that the Proposed Transaction may prevent or lessen competition substantially in, among others, the market for the purchase of scrap metal for shredding and the market for the sale of shredded scrap ferrous metal, in all or part of Eastern Canada; e. the completion of the Proposed Transaction would substantially impair the ability of the Tribunal to remedy the effect of the Proposed Transaction because AIM is likely to, as part of its implementation of the Proposed Transaction, [CONFIDENTIAL], and such actions would be difficult to reverse; and f. such further and other grounds as counsel may advise and this Honourable Tribunal may permit.
-4-3. The Applicant relies on sections 10, 92 and 100 of the Competition Act and Rules 23, 24, 25 and 26 of the Competition Tribunal Rules, S.O.R. 94/290, as amended. 4. At the hearing of this application the Commissioner will rely upon the documentary evidence in the Affidavit of Vincent Millette sworn January 28,2008, and such further and other evidence as counsel may advise and this honourable Tribunal may permit. 5. The Commissioner wishes to use the English language in this proceeding. 6. The documents for the hearing shall be filed in paper format. DATED at Gatineau, Quebec, this 28th day of January, 2008.
Sheridan Scott Commissioner of Competition Place du Portage, Phase I 50 Victoria Street, 21 sl Floor Gatineau, Quebec KIA OC9 Tel: (819) 997-3301 Fax: (819) 953-5013
-5-TO: Competition Tribunal 90 Sparks Street, Suite 600 Ottawa, Ontario KIP 5B4
AND TO: David Kent, Jonathan Hood, Neil Campbell and Larry Markowitz McMillan Binch Mendelsohn BCE Place, Suite 4400 Bay Wellington Tower, 181 Bay Street Toronto, Ontario M5J 2T3
Counsel to American Iron & Metal Company Inc. and 6876544 Canada Inc. AND TO: Douglas New and Angela Di Padova Fasken Martineau DuMoulin LLP 66 Wellington St. West, 42nd Floor Toronto, Ontario M5K IN6
Counsel to Hametal Canada Inc. and Fonds de solidarite des travailleurs du Quebec (F.T.Q.)