Tervita's Acquisition of Complete Environmental Inc. (A)

On January 3, 2011, the Canadian Competition Bureau was reviewing a recent business merger. CCS Corporation Inc. (Tervita) had acquired Complete Environmental Inc. (Complete). Prior to its acquisition by Tervita, Complete had received regulatory approval to operate a secure landfill site in Northeastern British Columbia (NEBC). However, a complaint about the purchase was filed by SECURE Energy Services Inc. (SECURE), one of Tervita’s competitors. The complaint claimed that the price Tervita paid for Complete was well above fair market value, and that the purchase would eliminate a competitor in the NEBC market. At the time, only two secure landfills operated in NEBC. Both were owned by Tervita, which provided a wide-range of waste management, recovery, and disposal services to the North American oil and gas industry. The Canadian Competition Bureau had to evaluate the economics underlying Tervita’s decision to pay a premium price for Complete. It also needed to determine whether the acquisition violated the Competition Act, or whether the complaint was merely a frivolous case of “sour grapes” stemming from SECURE’s own failure to acquire Complete.