Bank Act — B-1.01 347
347 The Act is amended by adding the following after section 236: Asset purchase by federal credit union 236.1 (1) A federal credit union may acquire all or substantially all of the assets of a local cooperative credit society only if the federal credit union also assumes all or substantially all of the liabilities of the local cooperative credit society. Purchase agreement (2) An agreement of purchase and sale (referred to in this section as a “purchase agreement”) must set out the terms of, and the means of effecting, the acquisition of assets referred to in subsection (1). Consideration (3) Despite anything in this Act, the consideration for the acquisition of assets referred to in subsection (1) may be cash or fully paid securities of the federal credit union or in part cash and in part fully paid securities of the federal credit union or any other consideration that is provided for in the purchase agreement. Agreement to Superintendent (4) A purchase agreement must be sent to the Superintendent before it is submitted to the members or shareholders, as applicable, of the local cooperative credit society for their approval under the laws of the relevant province. Application to Minister (5) An application for the Minister’s approval of a purchase agreement must be filed with the Superintendent by the federal credit union or the local cooperative credit society and must contain the information, material and evidence that the Superintendent may require. Receipt (6) If the Superintendent is of the opinion that the application includes all the required information, material and evidence, the Superintendent must certify receipt of the application. Approval by Minister (7) The Minister may approve a purchase agreement if the Minister is of the opinion that (a) the local cooperative credit society has complied with the applicable requirements set out in regulations made under subsection (12); (b) the purchase agreement has been approved by separate special resolutions of the members and shareholders, if any, of the local cooperative credit society; and (c) the local cooperative credit society has obtained all of the approvals required for the sale under the laws of the relevant province. Minister’s decision (8) The Minister must make a decision in respect of the application within 45 days of the day on which the Superintendent certifies receipt of it, but the Minister may extend this period for an additional 45 days if the Minister considers it appropriate to do so. Effect of approval by Minister (9) A purchase agreement has no force or effect until it has been approved by the Minister. Transitional relief (10) The Minister may, by order, grant to the federal credit union the transitional relief set out under section 39.011 or 231, subject to the same conditions set out in those sections. Additional directors (11) When a federal credit union enters into a purchase agreement with a local cooperative credit society, the federal credit union may appoint one or more directors of the local cooperative credit society to serve as additional directors for a term expiring not later than the close of the federal credit union’s next annual meeting. Regulations (12) The Governor in Council may make regulations respecting notice and disclosure requirements in respect of a purchase agreement under this section, including regulations that authorize the Minister to grant exemptions from those requirements.