CT- «.oo <..- oo 3 THE COMPETITION TRIBUNAL IN THE MATTER OF an application by the Commissioner of Competition for an Order pursuant to sections 92 and 105 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 Order pursuant to section 104 of the Competition Act;
AND IN THE MATTER OF the acquisition by Bayer AG of all of the shares of Aventis CropScience Holding S.A., constituting the agrochemical business of Aventis S.A. and, in Canada, the indirect acquisition by Bayer AG of all of the shares of Aventis CropScience Canada Co.
BETWEEN: THE COMMISSIONER OF COMPETITION rn~.~nFrr.m T~~UNAL Applicant rm;::~.;NA~ !M LA <:o;m;r;nrncE P R 0
~~~ ~ .1 2002 C([ r: - and -BAYER AG and AVENTIS CROPSCIENCE HOLDING S.A.
Respondents NOTICE OF APPLICATION FOR A CONSENT INTERIM ORDER TAKE NOTICE THAT the Commissioner of Competition (the "Commissioner") will make an application to the Competition Tribunal, pursuant to sections 92, L04 and 105 of the Competition Act (the "Act"), on consent of the Respondents, for the following:
(a) An interim order pursuant to section 104 of the Act in the form of the Draft Consent Interim Order ("DCIO") attached hereto at Tab 9; and
(b) Such further or other order as the Applicant and the Respondents, on consent, may advise and the Tribunal considers appropriate.
THE GROUNDS FOR THE APPLICATION ARE THE FOLLOWING: 1. The Commissioner's application raises a serious issue as to whether the acquisition of Aventis CropScience Holding S.A. will likely lead to a substantial lessening or prevention of competition in certain pesticide markets in Canada;
2. The DCIO proposed by the Commissioner is necessary to preserve the divestiture of certain pesticide assets and other remedies relating to the Hold Separate Businesses, as defined therein, as an effective remedy;
3. In the absence of the DCIO proposed by the Commissioner, there is likely to be irreparable harm to competition;
4. The balance of convenience favours granting the DCIO; and 5. The Respondents have consented to the DCIO proposed by the Commissioner. -2-
AND TAKE NOTICE THAT: 6. In support of this application, the Applicant will rely upon this application herein pursuant to section 92 of the Act, the DCIO attached hereto at Tab 9, the Affidavit of Dean Shaikh attached hereto at Tab 3, the Consent of the Independent Managers and Monitor attached hereto at Tab 8, the Applicant's Memorandum of Argument on interim relief, the Consent of the Parties to this application attached hereto at Tab 6, this Notice of Application, all filed herein, and such other material as may be filed or counsel may advise.
7. The names and addresses of the persons against whom a DCIO is sought are listed below. 8. The Applicant and Respondents request that this application be heard in Ottawa, Ontario and in the English language.
9. The Applicant and the Respondents request, in accordance with Rule 68 of the Competition Tribunal Rules and Rule 8 of the Federal Court Rules, that the service requirements of the Competition Tribunal Rules be dispensed with and the 48 hour period provided for in Rule 24(2) of the Competition Tribunal Rules be abridged.
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10. The Applicant and the Respondents agree that no oral evidence will be given at the hearing of this application and that the evidence will be limited to the Affidavit referred to herein. 'i)f-DATED at Gatineau, Quebec, this 8 { day of May, 2002.
Telephone: (819) 997-3301 Facsimile: (819) 953-5013
ADDRESSES FOR SERVICE ON THE RESPONDENTS ARE: Randal T. Hughes Tracey N. Patel Fraser Milner Casgrain LLP 1 First Canadian Place, 39th Floor 100 King Street West Toronto, ON M5X 1B2 Counsel to the Respondent, Bayer AG
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onrad von Finckenstein, Q.C. Commissioner of Competition Place du Portage, Phase I 50 Victoria Street, 21st Floor Gatineau, Quebec KIA OC9
Lawson A. W. Hunter Q.C. Susan M. Hutton Kim D.G. Alexander-Cook Stikeman Elliott 1600-50 O'Connor Street Ottawa, ON Canada KlP 6L2
Counsel to the Respondent, Aventis CropScience Holding S.A. ADDRESS FOR SERVICE ON THE APPLICANT: Josephine A.L. Palumbo Department of Justice Competition Law Division Place du Portage, Phase I 50 Victoria Street, 22nd Floor Gatineau, QC KlA OC9
Tel: (819) 953-3902 Fax: (819) 953-9267
Counsel to the Commissioner of Competition TO: The Registrar of the Competition Tribunal 90 Sparks Street, Suite 600 Ottawa, Ontario KlP 5B4
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