Report to the Minister of Transport and the Parties to the Transaction Pursuant to Subsection 53.2(2) of the Canada Transportation Act

Proposed Acquisition by Bunge Limited of Viterra Limited

April 22, 2024

Table of contents

• Executive summary

1. Introduction
2. Legislation
3. Sources of information on which this report is based
4. Parties to the proposed transaction
5. The proposed transaction
6. Background: The grain supply chain in Canada
7. Competitive analysis framework
8. Significant interest analysis
9. Origination of grain
10. Oilseed products
11. Terminal elevators at ports
12. Findings regarding lessening and prevention of competition
    • Appendix A: Competition Bureau matters in the agriculture industry
    • Appendix B: Relevant Provisions of the Competition Act and Canada Transportation Act
    • Appendix C: List of Bunge, G3, and Viterra primary and process elevators in Canada
    • Footnotes

Executive summary

Introduction

This report is being provided to the Minister of Transport ("the Minister") further to the Minister’s determination that the proposed acquisition by Bunge Limited (“Bunge”) of Viterra Limited (“Viterra”) (the “Proposed Transaction”) (each of Bunge and Viterra will be referred to individually as a “Party” and collectively, as “the Parties”) raises issues with respect to the public interest as it relates to national transportation pursuant to subsection 53.1(5) of the Canada Transportation Act (“CTA”). Subsection 53.2(2) of the CTA requires that the Commissioner of Competition (“the Commissioner”) report to the Minister and the Parties within 150 days of being notified (or within any longer period that the Minister may allow) on any concerns regarding potential prevention or lessening of competition that may occur as a result of the transaction.

The Commissioner has determined that the Proposed Transaction is likely to result in substantial anti–competitive effects in agricultural markets in Canada, and a significant loss of rivalry between Bunge and Viterra in a number of markets. The Commissioner's review included analysis of whether Bunge is able to materially influence the G3 group of companies ("G3") through its minority interest in G3 Global Holdings Limited Partnership (“G3 Global Holdings”). In particular, the Commissioner found that:

1. Bunge is likely able to materially influence G3 through its minority interest, and the ability of the combined Bunge-Viterra entity to access G3’s confidential information and influence G3’s economic behaviour will pose competition concerns following the Proposed Transaction.
2. The Proposed Transaction is likely to result in a substantial lessening of competition for the purchase of canola between Bunge and Viterra in certain markets in Western Canada, and a likely reduction in competition between G3 and Viterra.
3. The Proposed Transaction is likely to result in substantial anti-competitive effects with respect to the sale of canola oil in Eastern Canada to customers who cannot receive oil by rail.

Approach

In assessing the potential competitive effects of a merger, whether under the Competition Act or pursuant to subsection 53.2(2) of the CTA, the Commissioner assesses whether a merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially. The Bureau’s analytical approach to merger review is set out in its Merger Enforcement Guidelines. The Commissioner assesses the potential competitive effects of a merger transaction by applying the test set out in section 92 of the Competition Act, having regard to the factors identified under section 93 of the Competition Act. The CTA does not contemplate an efficiencies analysis consistent with section 96 of the Competition Act. Accordingly, the Commissioner did not conduct an efficiencies analysis as under section 96 of the Competition Act.^{Footnote 1}

The Bureau’s assessment of the Proposed Transaction involved the consideration of a broad range of sources of information, including:

• millions of records that include the strategic, marketing, and business planning documents of the Parties and G3;
• submissions, supporting information and analysis provided by the Parties;
• millions of lines of detailed data received from the Parties, G3, and other sources;
• interviews with over 70 stakeholders in the relevant markets, including farmers, agricultural product distributors, customers, port terminal owners/operators, and regulators, as well as comments and submissions received from stakeholders in the relevant markets.

The Bureau also retained two independent experts:

1. An empirical economic expert, who provided views and analysis regarding some aspects of competitive effects likely to result from the Proposed Transaction;
2. A corporate governance expert, who provided views and analysis regarding the extent to which, if at all, Bunge is able to influence, or has influenced, the operations of G3, and the form any such influence may take.

Concerns regarding potential lessening or prevention of competition

Bunge and Viterra are global, vertically-integrated agriculture companies with significant operations in grain^{Footnote 2} origination, processing, marketing, and export in Canada. The grain supply chain is a critical part of Canada's economy, generating economic growth and international trade, and ensuring Canada's domestic food supply. In the 2022-2023 crop year farmers grew over 90 million tonnes of grain in Canada, including wheat, canola, soybeans, barley, corn, oats, and rye.^{Footnote 3}

The grain farmers grow can be sold to primary grain elevators, which stockpile and store grain. It can also be sold to process elevators, including oilseed crushing facilities, which produce processed products like oils and meals. Processed and unprocessed grain and oilseed products may be sold to domestic or international manufacturers of human and animal foods. Unprocessed grains destined for export are often shipped through "terminal elevators" at port terminals in Eastern and Western Canada. Maintaining healthy competition in the grain supply chain is therefore vital to the interests of Canadians.

The Commissioner's analysis identified the following significant competition concerns likely to result from the Proposed Transaction:

1. The Proposed Transaction will result in the combination of the company with the most oilseed crushing facilities and the company with the most primary grain elevators in Western Canada.
2. Viterra is a significant competitor to Bunge and G3 for the purchase of canola in Western Canada and the Proposed Transaction will result in a substantial lessening of competition for the purchase of canola in the areas of Bunge’s Altona and Nipawin crushing facilities.
3. Bunge is likely able to materially influence G3 through its minority shareholding. G3 is one of the most significant and fastest-growing rivals to Viterra for the purchase of grain in a number of markets in Western Canada, and evidence reviewed by the Bureau suggested that G3 is perceived as a particularly aggressive competitor. The Proposed Transaction will increase Bunge’s incentive to influence G3’s economic behaviour to the detriment of competition, including by influencing G3’s entry, expansion, and innovation strategies in Canada. As Bunge has access to G3’s competitively-sensitive confidential information, the Proposed Transaction will provide a channel through which G3’s largest competitor has the ability to access information about G3’s economic and competitive strategies.
4. The Proposed Transaction is likely to result in a substantial lessening of competition for the sale of refined canola oils in Eastern Canada to customers who cannot receive oil by rail, and will increase Bunge’s ability to fully or partially foreclose its rivals in the market for the distribution and further-processing of these canola oil products.

In these markets, the Bureau did not find that entry or expansion by competitors would be likely to constrain an exercise of market power by the merged entity following the Proposed Transaction. The barriers to entry for the construction or expansion of grain elevators are high, as discussed in recent Competition Tribunal jurisprudence.^{Footnote 4} Potential entrants face challenges including limited availability of appropriate sites for an elevator, access to transportation networks to move the grain onward, and high capital costs. While there are markets where entry or expansion of oilseed crushing facilities are anticipated, they will not affect the Bureau’s conclusions with respect to the markets identified above due to the locations of these projects.

The Parties may propose certain measures they are prepared to undertake to address these concerns pursuant to subsection 53.2(5) of the CTA. In addition to providing his report, the Commissioner will engage with the Parties regarding undertakings offered and shall provide the Minister with his assessment of the adequacy of any such undertakings to address competition concerns, pursuant to subsection 53.2(6) of the CTA.

1. Introduction

As contemplated by subsection 53.2(2) of the CTA, this report outlines the Commissioner’s concerns relating to a potential lessening or prevention of competition resulting from the proposed acquisition by Bunge Limited (“Bunge”) of Viterra Limited (“Viterra”) (the “Proposed Transaction”) (each of Bunge and Viterra will be referred to individually as a “Party” and collectively, as “the Parties”). This report represents the fourth time the Commissioner has been called on by the Minister in the context of a public interest assessment under the Canada Transportation Act (“CTA”), and is being delivered to the Minister as required by the CTA. In 2019, 2020, and 2022, the Commissioner provided reports to the Minister pursuant to subsection 53.2(2) of the CTA outlining competition concerns regarding three mergers in the airline industry.^{Footnote 5}

The Competition Bureau (the “Bureau”) is an independent law enforcement agency that is responsible for, among other things, the administration and enforcement of the Competition Act. The Bureau’s mandate is to ensure that Canadian businesses and consumers prosper in a competitive and innovative marketplace. The Bureau recognizes that the agriculture industry plays a critical role in the Canadian economy by generating economic growth and international trade, and by ensuring Canada's domestic food supply. The Bureau also notes that oilseed crops are particularly important to Canada, as Canada is the world's leader in canola exports and Canadian canola is used in processed products including food and industrial products.

Bunge and Viterra are two of Canada's most significant agriculture companies with operations in grain origination, processing, and export/marketing in Canada. Their assets include grain elevators, oilseed crushing facilities, and terminal elevators at ports. In addition, Bunge holds a minority interest in another Canadian grain company, G3, which holds significant grain elevator and terminal elevator assets in Canada. As a result, the Bureau’s assessment of the Proposed Transaction was complex, and included the consideration of a broad range of sources of information, including:

• information received from the Parties and other market participants;
• information gathered during previous agriculture reviews;
• interviews with various participants in the relevant markets as well as comments and submissions received by additional stakeholders; and
• analysis received from the independent empirical economic and corporate governance experts retained by the Bureau.

The Commissioner has determined that the Proposed Transaction is likely to result in a substantial lessening of competition in certain agricultural markets in Canada. In particular, the Proposed Transaction is likely to result in a substantial lessening of competition in the purchase of canola in the areas around Bunge’s Altona and Nipawin canola crushing facilities and in the sale of refined canola oil products in Eastern Canada to customers who cannot receive oil by rail.

In addition to these concerns relating to a substantial lessening of competition, the Commissioner has identified additional concerns that the acquisition of Viterra by Bunge will result in harm to competition because of Bunge’s ability to materially influence Viterra’s rival G3.

The Bureau has considerable experience and expertise assessing competition considerations in the agricultural sector and has pursued enforcement cases before the Competition Tribunal and the Courts relating to grain supply chain markets under the Competition Act to safeguard competition in these pivotal industries. The Bureau’s experience includes investigations under the abuse of dominance provisions (sections 78 and 79), merger provisions (section 92), and competitor collaboration provision (section 90.1). A summary of key Bureau reviews in the agricultural sector is provided in Appendix A.

In assessing the impacts of a merger to determine if it is likely to result in a substantial prevention or lessening of competition, the Bureau assesses the likely effects of the merger on price, output, and other dimensions of competition, such as quality, product choice, and service, in accordance with its Merger Enforcement Guidelines^{Footnote 6}, as informed by jurisprudence from the Competition Tribunal and the Courts and accepted approaches in economic theory and practice related to the review of merger transactions.

Based upon an analysis of facts and information collected during this review, the Commissioner’s views are the following:

1. The Proposed Transaction will result in the merger of two of Canada's largest purchasers of canola, with Bunge operating the largest number of oilseed crushing facilities in Canada and Viterra operating two crushing facilities and the largest number of grain elevators in Western Canada.
2. Bunge has the ability to materially influence G3 and receives commercially-sensitive confidential information from G3. Bunge’s acquisition of G3’s largest rival will provide Bunge additional incentive to use this influence and access to confidential information to the detriment of competition in agricultural markets in Canada, particularly given evidence suggesting that G3 is a particularly aggressive rival for the purchase of grain. This has the potential to result in harm to farmers who would otherwise benefit from competition between G3 and Viterra when they sell their grain.
3. Overall, Bunge and Viterra account for seven of the 14 current oilseed crushing facilities in Canada, and Bunge, Viterra and G3 combined will account for 33% of primary elevator capacity in Western Canada.
4. The Proposed Transaction is likely to result in a substantial lessening of competition in certain relevant markets, such as decreased prices paid to farmers and reduced choice through the elimination of rivalry between Bunge and Viterra for the purchase of canola in the areas around Bunge’s Altona and Nipawin oilseed crushing facilities.
5. The Parties are two of only three producers of canola oil at oilseed crushing facilities in Eastern Canada, and the Proposed Transaction is also likely to result in a substantial lessening of competition with respect to the supply of canola oil in Eastern Canada to customers who cannot receive oil by rail.

The following sections describe the Bureau’s analytical framework, provide background information on the relevant grain supply chain markets, and summarize the Commissioner’s analysis of concerns regarding competition and the Proposed Transaction.

2. Legislation

Under the Competition Act, the Commissioner of Competition has jurisdiction to review merger transactions of any size and in any industry to determine whether they have, or are likely to have, the effect of preventing or lessening competition substantially. During the past three fiscal years, the Commissioner has conducted a review of an average of 209 transactions per year across all industries in Canada. Pursuant to Part IX of the Competition Act, parties to proposed transactions that exceed certain statutory and regulatory thresholds (and are not subject to any exemptions) are required to notify the Bureau and provide prescribed information prior to completing their transaction. After analysing a proposed transaction, the Commissioner may:

1. Decline to apply to the Competition Tribunal in respect of the proposed transaction;
2. Apply to the Competition Tribunal seeking an order to prohibit all or part of a merger or a remedy to address the competition concerns arising from the merger; or
3. Enter into a consensual resolution with the parties to address competition concerns that is registered with the Competition Tribunal and has the force of a Competition Tribunal order.

The CTA requires the Commissioner to report to the Minister and the parties to the transaction on any concerns regarding potential prevention or lessening of competition. The Commissioner assesses the potential competitive effects of a merger transaction by applying the test set out in section 92 of the Competition Act, having regard to the factors identified under section 93 of the Competition Act. As a preliminary phase in modernizing Canada’s competition regime, certain amendments to the Competition Act became law on June 23, 2022 and December 15, 2023.

In particular, these amendments had the effect of eliminating the efficiency exception in section 96 of the Competition Act, commonly known as the “efficiency defence”, which prevented the Competition Tribunal from making an order against an anti-competitive merger where parties could demonstrate that efficiency gains outweighed the merger’s anti-competitive effects.

Under section 92 of the Competition Act, the Bureau assesses whether a merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially. A substantial prevention or lessening of competition results only from mergers that are likely to create, maintain, or enhance the ability of the merged entity, unilaterally or in coordination with other firms, to exercise market power.

Section 93 includes an assessment of acceptable product substitutes, barriers to entry, effective remaining competition, or any other factor that is relevant to competition in a market. The Bureau’s analytical approach to merger review, including its assessment of the section 93 factors, is set out in its Merger Enforcement Guidelines and informed by jurisprudence from the Competition Tribunal and the Courts and may include the following considerations:

1. Market definition, including definition of both the relevant product and geographic markets. The Bureau defines markets in order to identify the set of products that customers consider to be substitutes for those offered by the merging parties, and the set or sets of buyers or sellers that could potentially face increased market power owing to the merger;
2. Calculation of market shares and concentration in the relevant markets. The Commissioner generally is not concerned about the unilateral exercise of market power when the post-merger market share of a merged firm would be less than 35 percent;
3. Analysis of anti-competitive effects based on quantitative techniques and evaluation of various factors including: the effectiveness of remaining competitors, countervailing power held by buyers or sellers of the relevant products, whether the transaction or proposed transaction would contribute to the entrenchment of the market position of leading incumbents and the likelihood that the transaction will result in the removal of a vigorous and effective competitor; and
4. Analysis of barriers to entry and of the likelihood that timely entry by potential competitors would occur on a sufficient scale and with sufficient scope to constrain a material price increase or material price decrease (or other exercise of market power) in the relevant market.

While a number of amendments to the Competition Act which may impact the Bureau’s analysis under section 92 are currently under consideration, the Bureau's review of the Proposed Transaction was conducted in consideration of the standards currently set out in the Competition Act and informed by recent Competition Tribunal jurisprudence. Notwithstanding that the Proposed Transaction was notified to the Bureau before the amendments in December 2023 took effect, in reporting to the Minister and the parties on concerns regarding potential prevention or lessening of competition pursuant to subsection 53.2(2) of the CTA, the Bureau has not conducted an efficiencies assessment consistent with section 96 of the Competition Act, as the CTA does not contemplate such an assessment.

Where a proposed transaction involving a transportation undertaking is subject to mandatory pre–merger notification under the Competition Act, the Minister must also be notified under the CTA. If the Minister is of the opinion that the proposed transaction raises issues with respect to the public interest as it relates to national transportation the Minister may direct the Canadian Transportation Agency or another person to examine those issues. Further, subsection 53.2(2) of the CTA requires the Commissioner to report to the Minister and the parties to the transaction on any concerns regarding potential prevention or lessening of competition that may occur as a result of the transaction, within 150 days after the Commissioner is notified of the proposed transaction under the Competition Act, or within any longer period that the Minister may allow.

After receipt of the Commissioner’s report, the merging parties may propose measures they are prepared to undertake to address the Commissioner’s concerns, if any, and the Commissioner shall provide an assessment of the adequacy of those measures to the Minister. The parties must also confer with the Minister on any measures they are prepared to take to address public interest concerns relating to national transportation.

On the recommendation of the Minister, if the Governor in Council is satisfied that it is in the public interest to approve the proposed transaction, taking into account any revisions to it proposed by the parties and any measures they are prepared to undertake, the Governor in Council may approve the transaction and specify any terms and conditions that it considers appropriate. The Governor in Council shall indicate those terms and conditions that relate to potential prevention or lessening of competition and those that relate to the public interest as it relates to national transportation.

The Competition Tribunal cannot make an order under section 92 of the Competition Act in respect of a merger or proposed merger approved under subsection 53.2(7) of the Canada Transportation Act and in respect of which the Minister of Transport has certified to the Commissioner the names of the parties.

3. Sources of information on which this report is based

The Bureau’s assessment of the Proposed Transaction included review of the following:

• Statutory merger notifications provided by the Parties under the Competition Act;
• Millions of documents provided by the Parties in response to a supplementary information request (“SIR”) issued by the Bureau, including strategic, marketing, and business planning documents relating to pricing, entry, Bunge’s ability to influence G3 and other dimensions of competition;
• Submissions, supporting information and analysis provided by the Parties, relating both to the Proposed Transaction overall and to key aspects of the Bureau’s competitive analysis;
• Millions of lines of detailed transaction data received from the Parties and G3, including financial statements, as well as transaction data related to all relevant products;
• Strategic documents and business records provided by G3; and
• Interviews with various stakeholders in the relevant markets, including farmers, food product distributors, customers, port terminal owners/operators, and regulators, as well as comments and submissions received from stakeholders in the relevant markets.

The Bureau also retained two independent experts:

1. An empirical economic expert, who provided views and analysis regarding competitive effects likely to result from the Proposed Transaction;
2. A corporate governance expert, who provided views and analysis regarding the extent to which, if at all, Bunge is able to influence, or has influenced, the operations of G3, and the form any such influence may take.

Information obtained by or provided to the Bureau in the course of its review is protected by section 29 of the Competition Act. The Bureau has the discretion to communicate such information only in limited circumstances as provided in section 29 and, even when permitted, minimizes the extent to which confidential information is communicated. The Bureau recognizes that maintaining the confidentiality of information is essential to its ability to pursue its responsibilities and to its integrity as a law enforcement agency.

3.1 Expert analysis of Bunge's minority interest in G3

The corporate governance expert retained by the Bureau conducted an analysis of the formal and informal mechanisms through which Bunge could influence, and has influenced, the operations of G3.

The information considered by this expert included records provided by both Bunge and G3, such as:

• formal agreements governing Bunge’s interest in and relationships with G3, such as shareholder agreements and commercial agreements;
• records reflecting the operations of G3's board, such as board meeting minutes and board meeting materials; and
• ordinary-course records reflecting the flow of information between Bunge and G3, as well as internal decision-making and discussion at both Bunge and G3 about G3's operations and strategy.

Based on this information, the expert concluded that Bunge has the ability to materially influence G3’s economic behaviour and that Bunge has access to confidential information about G3 that is competitively-sensitive. The results of the corporate governance expert’s analysis are described in section 8 of this report.

3.2 Expert analysis of anti–competitive effects

The empirical economic expert retained by the Bureau conducted an empirical analysis of transaction-level data in order to assess aspects of the likely anti-competitive effects of the Proposed Transaction, including by calculating market shares.

Data analyzed by the Bureau's empirical economic expert included data recording purchases of grain at grain elevators and oilseed crushers and data recording the sale of oilseed oils and meals, including transaction-level information on pricing, revenues, and product characteristics. The expert's analysis considered transaction data collected from the Parties to the transaction and G3, as well as publicly-available data regarding the grain supply chain in Canada.

Based on this information, the expert conducted analysis of the areas from which grain purchases are made (“draw areas”) surrounding relevant facilities as well as analysis of the Parties’ sales of oilseed products in Canada. The expert also conducted merger simulation analyses in certain origination markets, which included developing a model of competition among participants in the relevant overlapping areas, adjusting the model to reflect specific competitive dynamics in the areas, and using the model to predict the price effects of the Proposed Transaction. The expert’s analysis considered key features of the relevant markets, including substitution among purchasers of grain.

The results of the empirical economic expert's analysis are described in sections 9 through 11 of this report.

4. Parties to the proposed transaction

Viterra is an agribusiness company active in 38 countries, with operations in grain handling, processing, refining and export. In Canada, Viterra is licensee with respect to 65 of the 341 primary grain elevators in Western Canada licensed by the Canadian Grain Commission.^{Footnote 7} Viterra also owns oilseed crushing facilities, which process raw canola and soybeans to produce oils and meals. Canola and other raw grains originated by Viterra at its elevators may be exported through the terminal elevators Viterra operates and/or owns an interest in at ports in British Columbia, Ontario, and Quebec.

Bunge is an agribusiness company with operations in over 40 countries. In Canada, Bunge owns grain origination and processing assets, including more oilseed crushing facilities than any other grain company in Canada. Bunge's oilseed crushing and refining facilities produce oilseed oils and meals, and Bunge also produces specialty fats and oils for the food industry. Bunge also holds a 25% minority interest in the parent company of the G3 group of companies, G3 Global Holdings. G3 was founded in 2015 as a joint venture between Bunge and the Saudi Agricultural and Livestock Investment Company (“SALIC”) to develop new grain handling and export infrastructure in Canada, including the construction of a new grain terminal facility in Vancouver. G3 operates 20 grain elevators in Canada, as well as terminal elevators at ports in British Columbia, Ontario, and Quebec.

5. The proposed transaction

On June 13, 2023, Bunge announced that it had entered into a definitive agreement with Viterra to merge with Viterra in a stock and cash transaction. Under the agreement, Viterra shareholders will receive shares in Bunge as well as cash consideration.

The Parties submit that the Proposed Transaction will generate significant benefits and efficiencies, including synergies from vertical integration, greater market access for farmers through combining the Parties' businesses, and the ability to better address challenges in the agri-food supply chain such as food security and sustainability. The Bureau considered these submissions, and was unable to conclude that they fully addressed the Commissioner’s concerns regarding a potential prevention or lessening of competition as contemplated by subsection 53.2(2) of the CTA. When reporting to the Minister pursuant to subsection 53.2(2) of the CTA, the Bureau's analysis is limited to concerns regarding competition, and it does not conduct an assessment of other public interest factors.

6. Background: The grain supply chain in Canada

Canadian farmers grew over 90 million tonnes of grains, oilseeds, and pulses in the most recent crop year, including wheat, canola, soybeans, corn, oats, rye, barley, peas and other grains. Canada is a leading producer of a number of grains, including canola and durum wheat. While the majority of crops are grown in Western Canada, there is also significant production of crops, including oilseeds, in Eastern Canada.

The Proposed Transaction would combine two of the most significant companies operating in the grain supply chain in Canada, with Bunge owning the most oilseed crushing facilities and Viterra the most primary grain elevators in Canada. In addition, Bunge owns an interest in G3, now one of the largest grain elevator operators in Canada. Viterra and G3 both operate terminal elevators at ports in Eastern and Western Canada.

Bunge and Viterra therefore have interests in multiple levels of the grain supply chain in Canada, which includes:

• Origination: The purchase of grain from farmers by grain elevators is broadly referred to as "origination". Grain elevators are facilities which handle and store grain. Farmers typically deliver their grain to the elevator by truck, and the elevator will purchase it. Elevator staff grade, elevate and segregate the grain and may also clean, blend and dry it. Grain origination can include purchases by both "primary elevators" and "process elevators". Primary grain elevators typically store grain until it can be taken by rail to its next destination, which may be a processing facility or port terminal for export. Process elevators, such as oilseed crushing facilities, further process the raw grain into value-added products. Grain elevators are normally located along "sidings", short sections of railway track designed for loading grain into cars to reach its final destination. In some situations, farmers may also sell grain directly to "terminal elevators", grain storage facilities located at port terminals that are typically the grain's last destination before export.
• Processing: Different grains and oilseeds may be sold to different grain processing facilities, such as oilseed crushing facilities and mills, to produce value-added products. Oilseed crushing facilities, the most relevant processors for the purposes of this report, crush oilseeds to produce oils and meals. Oils can be further processed to produce various products, including food products or renewable fuels. Meals are a product of the oilseed crushing process that are typically sold as inputs to animal nutrition products.
• Marketing and Export: Both raw grains and processed products may be sold to domestic customers or exported. In the most recent crop year, more than half of the volume of grain grown in Canada was exported to various destinations, including the United States, Europe, and Asia. Terminal elevators at ports, which are typically owned by vertically-integrated grain companies, receive grain by rail, truck, and vessel and store and handle the grain before export. Terminal elevators can also handle oilseed meals.

Overlap Between Bunge and Viterra

Both Bunge and Viterra are active in originating grains in Canada. Bunge originates grains primarily for its oilseed crushing facilities. G3 originates grains primarily at its network of 20 primary grain elevators, 19 of which are located in in Western Canada, and also originates grain to supply Bunge’s crushing facilities. Viterra originates grains through its network of two oilseed crushing facilities and over 60 primary grain elevators, the majority of which are located in Western Canada. A list of the primary and process grain elevators operated by Bunge, Viterra, and G3 is included as Appendix C to this report.

Both Bunge and Viterra are active in processing oilseeds to produce canola and soybean oils and meals. Viterra owns two oilseed crushing facilities, in Ste. Agathe, Manitoba, and Bécancour, Quebec. Bunge owns five crushing facilities, located in:

• Hamilton, Ontario
• Altona, Manitoba
• Harrowby, Manitoba
• Nipawin, Saskatchewan
• Fort Saskatchewan, Alberta

Packaging plants for Bunge’s refined oilseed oil products are located in Edmonton, Alberta, and Oakville, Ontario. Bunge also is active in producing specialty fats through an interest in a joint venture with a facility in Rexdale, Ontario.

Viterra and G3 are both active in operating terminal elevators, specialized facilities for receiving bulk shipments of grain before export at ports. Viterra operates and/or owns an interest in terminal elevators at the following ports, some of which are joint ventures with other grain companies:

• Vancouver, British Columbia
• Thunder Bay, Ontario
• Prince Rupert, British Columbia
• Montreal, Quebec

G3 operates terminal elevators at the following ports:

• Vancouver, British Columbia
• Thunder Bay, Ontario
• Hamilton, Ontario
• Trois-Rivières, Quebec
• Quebec City, Quebec

7. Competitive analysis framework

7.1 Relevant markets

The Bureau defines markets in order to identify the set of products that customers or suppliers consider to be close substitutes. Defining markets allows the Bureau to identify participants in a relevant market to determine market shares and concentration levels. Where the Bureau finds that a merger may raise competition concerns, it will typically identify one or more relevant markets in which competition is likely to be prevented or lessened.

In the present review, the Bureau considered that the relevant portions of the grain supply chain for further analysis were:

• Origination of grains at primary elevators and oilseed crushing facilities
• Production and sale of processed oilseed products, including oils and meals
• Handling of grain at terminal elevators at ports

The first of these is a sector of the grain supply chain in which Bunge and Viterra are purchasers, rather than sellers, of the relevant products. As described in recent Competition Tribunal jurisprudence, the analytical framework of the Bureau’s review does not change substantially whether the merger is among buyers of a product (referred to as monopsony theory of harm) or sellers of a product (referred to as monopoly theory of harm). However, in a monopsony theory of harm, the Bureau’s concern is whether the loss of rivalry will result in decreased prices to suppliers, while in a monopoly theory of harm the Bureau’s concern is whether the loss of rivalry will result in increased prices paid by customers.

Within each relevant product market, the Bureau also assesses the geographic dimensions of the market. With respect to the purchase of grains, in the present review the Bureau’s empirical economic expert has analysed the draw areas around the relevant facilities at which grains are purchased. This analysis assists in identifying the locations of farmers who sell their grain to the Parties’ facilities and who therefore may be most affected by a merger between the Parties. The Bureau also considers other evidence relevant to defining markets, including information on the views, strategies, and behaviour of buyers and documents prepared by the merging parties in the ordinary course of business.

The relevant product and geographic boundaries of the relevant markets identified by the Bureau will be considered in turn in the analysis below.

7.2 Competitive Effects

After identifying the relevant markets, the Bureau identified the markets in which the Parties overlap. In each case, the Bureau determined the level of concentration in the relevant market and evaluated the effectiveness of any remaining competitors based on documentary and other evidence. The Commissioner generally will not challenge a merger on the basis of a concern related to the unilateral exercise of market power when the post‑merger market share of the merged firm would be less than 35 percent.

The Bureau's empirical economic expert conducted merger simulation analyses that use a model to estimate the effect of the Proposed Transaction on the prices that would be paid to farmers selling their canola to the Parties’ facilities. The expert’s merger simulation model incorporated analysis of Bunge’s ability to influence G3, and the economic benefit Bunge derives from G3 as a shareholder.

7.3 Factors Considered Regarding Prevention or Lessening of Competition

Consistent with section 93 of the Competition Act, the Bureau typically considers a number of factors when determining whether a merger or proposed merger is likely to prevent or lessen competition substantially, including:

• the extent to which foreign products or foreign competitors provide or are likely to provide effective competition to the businesses of the parties to the merger or proposed merger;
• the extent to which acceptable substitutes for products supplied by the parties to the merger or proposed merger are or are likely to be available;
• any barriers to entry into a market, including regulatory barriers, and any effect of the merger or proposed merger on such barriers;
• the extent to which effective competition remains or would remain in a market that is or would be affected by the merger or proposed merger;
• any likelihood that the merger or proposed merger will or would result in the removal of a vigorous and effective competitor;
• whether the merger or proposed merger would contribute to the entrenchment of the market position of leading incumbents;
• any effect of the merger or proposed merger on price or non-price competition, including quality, choice or consumer privacy; and
• any other factor that is relevant to competition in a market that is or would be affected by the merger or proposed merger.

In assessing each of these factors, the Bureau reviewed a variety of evidence, including strategic and business documents, economic analyses, and interviews conducted with market participants.

8. Significant interest analysis

8.1 Analytical approach

Where one or more of the merging parties holds a minority interest in an entity that participates in any of the same markets as the merging parties, the Bureau will consider whether the interest is “significant”. A “minority” interest refers to a scenario where the interest held falls below the level of “control” as defined in the Competition Act.^{Footnote 8}

A “significant interest” is held qualitatively when the entity which holds the interest has the ability to materially influence the economic behaviour of the entity in which the interest is held, including but not limited to decisions relating to pricing, purchasing, distribution, marketing, investment, and financing.

In assessing whether a particular minority interest, agreement, or other relationship confers material influence, the Bureau will consider a number of factors, including:

• voting rights attached to the minority interest holder’s shareholdings or interest in a combination;
• the status of the holder of partnership interests (e.g., general or limited partner) and the nature of the rights and powers attached to the partnership interest;
• the holders and distribution of the remaining shares or interests (whether the business is widely or closely held, and whether the minority interest holder is the largest shareholder);
• board composition and board meeting quorum, attendance and historical voting patterns (whether the minority interest holder will be able to carry or block votes in a typical meeting);
• the existence of any special voting or veto rights attached to the minority interest holder's shares or interests (e.g., the extent of shareholder approval rights for non-ordinary-course transactions);
• the terms of any shareholder or voting agreements;
• the dividend or profit share of the minority interest as compared to the minority interest holder’s equity ownership share;
• the extent, if any, of the minority interest holder’s influence over the selection of management or of members of key board committees;
• the status and expertise of the minority interest holder relative to that of other shareholders;
• the services (management, advisory or other) the minority interest holder is providing to the business, if any;
• the put, call or other liquidity rights, if any, that the minority interest holder has and may use to influence other shareholders or management;
• the access the minority interest holder has, if any, to confidential information about the business; and
• the practical extent to which the minority interest holder can otherwise impose pressure on the business's decision-making processes.

The Bureau’s analysis of a significant minority interest considers both “de jure” control, which describes the legally recognized situation of control, typically resulting from formal agreements, and “de facto” control, which describes the practical situation that may not be legally recognized.

Generally, the Bureau will not consider an interest of less than 10 percent of the voting shares of a company to be a significant interest, absent other relationships. A significant interest can also be established under shareholder agreements, non-ordinary-course loan arrangements that confer material influence, or other contractual arrangements. The Bureau will consider the full context of the relationship between the entities in determining whether there is a significant interest.

8.2 Analysis of Bunge interest in G3

Bunge holds an interest in G3, a company with significant activities at multiple levels of the Canadian grain supply chain. As G3 was identified as a participant in many of the same markets as Viterra, the Bureau analyzed this interest in light of the framework described above to assess the potential harm to competition resulting from the Proposed Transaction.

The Bureau also hired a corporate governance expert, who provided views and analysis regarding the extent to which, if at all, Bunge is able to influence, or has influenced, the operations of G3, and the form any such influence may take, as well as the nature and extent of Bunge’s access to G3’s confidential information.

The information considered included a wide variety of information provided by Bunge and G3, including:

• formal agreements governing Bunge’s interest in and relationships with G3, such as shareholder agreements and commercial agreements;
• records reflecting the operations of G3's board, such as board meeting minutes and board meeting materials; and
• ordinary-course records reflecting the flow of information between Bunge and G3, as well as internal decision-making and discussion at both Bunge and G3 about G3's operations and strategy.

8.2.1 Structure of interest and relationships

The Canadian Wheat Board was established by the federal government in the early 20th century and acted as the exclusive purchaser and marketer of wheat and barley in Western Canada. This exclusivity ended in 2012, and the Canadian Wheat Board continued as CWB.

Created in 2015, G3 was conceived as a joint venture between Bunge and SALIC to develop a new grain handling and export enterprise in Canada that would include the construction of a new grain export terminal in Vancouver along with the acquisition of assets of Bunge Canada and CWB. SALIC is a global agribusiness investment company wholly-owned by the Saudi-Arabian government through the Public Investment Fund of Saudi Arabia. At the time of the joint venture transaction, Bunge’s Canadian operations included its oilseed crushing and refining facilities, as well as grain elevators and a port terminal in Quebec. As part of this transaction, Bunge agreed to contribute assets to G3, including Bunge’s Eastern Canadian port terminal elevator and grain elevators. In addition, Bunge, SALIC and a third party constructed a terminal elevator in Vancouver as part of a separate, yet related, joint venture.

Since 2015, G3 has constructed 12 primary elevators in Western Canada, and now owns 19 grain elevators in Western Canada, one grain elevator in Quebec, and five terminal elevators at ports in Vancouver, Thunder Bay, Hamilton, Quebec City, and Trois Rivières.

Currently, SALIC holds a 75% interest and Bunge a 25% interest in the parent company of the G3 group of companies, G3 Global Holdings.

G3’s grain elevators and four of its terminal elevators are held by an indirect subsidiary of G3 Global Holdings, G3 Canada Limited (“G3 Canada”), in which the Farmers Equity Trust holds a minority interest.

The Farmers Equity Trust was developed by CWB to represent farmers’ opportunity to hold an economic interest in G3 Canada.

G3’s terminal elevator at the port of Vancouver is held by another subsidiary of G3 Global Holdings, G3 Terminal Vancouver Limited Partnership (“G3 Terminal Vancouver”), in which Western Stevedoring Company Limited holds a minority interest. Western Stevedoring Company Limited is a company that provides cargo-handling and logistics services to marine ports.

Bunge and G3 also have a number of commercial arrangements including commercial agreements relating to the purchase and marketing of grain.

8.2.2 Nature and extent of influence

The rights of the shareholders of the G3 entities are set out in shareholder agreements. Bunge is entitled to appoint directors to G3’s boards.

The board of directors is responsible for overseeing a company’s performance, establishing its strategy, and appointing members of its senior management. Bunge’s director and committee member nominees, as employees of Bunge, have significant experience in the grain industry.

While board and committee decisions are often made by a majority vote of directors present at board meetings, shareholder agreements often specify additional rights of minority shareholders, such as “veto rights” (i.e., where certain decisions of the board require unanimous director consent.)

Under the shareholder agreements governing the operations of G3 Global Holdings, Bunge holds veto rights over a number of significant decisions relevant to core elements of G3’s competitive position, through its positions as a shareholder and on G3’s board.

Holding veto rights on decisions of this nature provides Bunge with the material ability to influence G3’s economic behaviour, including its competitive strategy, and entry and expansion into new markets. The Bureau’s review indicates that these are decisions of importance to Bunge and G3.

The Bureau found that the existence of other shareholders, the fiduciary duties that Bunge-nominated directors owe to each G3 entity, and the conflict of interest provisions in the relevant shareholder agreements do not significantly mitigate the ability and incentive of Bunge to influence G3’s economic behaviour or address the Bureau’s competition concerns. The existence of veto rights weakens the ability of other shareholders to constrain Bunge’s influence.

While directors owe a fiduciary duty to the entity for which they are a board member, there may be alignment between a course of action that is detrimental to competition and a course of action that is in the best interests of the company. Similarly, there may be no conflict of interest in such a course of action. Coordinated behaviour between two entities that appear to be rivals in the marketplace may be in both of their interests, but detrimental to their customers and suppliers.

Further, the best interests of a company are subjective, and choosing a strategic action among multiple alternatives is often an ambiguous and speculative exercise. Directors appointed by a shareholder therefore have some discretion to advocate or vote for corporate strategies that may align with the incentives of that shareholder.

Finally, the other commercial and financial arrangements between Bunge and G3 mentioned above provide an additional channel through which Bunge and G3 interact in the marketplace. These important commercial and financial agreements may also provide Bunge with a strong negotiating position in its dealings with G3. The Bureau’s review suggests that interactions between Bunge and G3 in the context of these agreements may also include discussions of competitive dynamics, including pricing by Bunge and G3’s competitor Viterra.

8.2.3 Access to confidential information

Access to confidential information is a particularly important factor when assessing the impact a particular minority interest may have on competition. Competitively-sensitive confidential information may include information about pricing, costs, capacity, strategic plans, and marketing strategies. Access to a rival’s confidential strategic, operational, and financial information may allow a company to act in a number of ways detrimental to competition, including by coordinating pricing or other strategic behaviour, pre-empting scarce resources, or gaining an advantage in contractual negotiations with the rival or third parties.

In its review of information obtained from Bunge and G3, the Bureau assessed Bunge’s access to G3’s confidential competitively-sensitive information. In its capacity as a shareholder, Bunge’s director nominees on G3’s board receive competitively sensitive non-public information, including board and governance materials. The information includes detailed financial, strategic, and competitive information. Other employees of Bunge who are not G3 directors have also received such information.

The Bureau found that its concerns about the sharing of confidential information are not mitigated by policies and agreements relating to the information. Even if there were limitations on the sharing of information, the individuals at Bunge who participate in decision-making related to G3’s board would continue to have access to and knowledge of the information.

Following Bunge’s merger with Viterra, the potential for competitive harm resulting from this access to confidential information will be greatly amplified given Viterra and G3 compete in a number of markets in the agricultural supply chain in Canada.

8.3 Conclusion on significant interest

The Bureau’s corporate governance expert concluded as follows:

• Bunge has the ability to materially influence G3’s strategy and certain aspects of its operations, including with respect to core elements of G3’s competitive strategy;
• Even if commercial arrangements between G3 and Bunge are entered into on an arms-length basis, they provide Bunge with a strong negotiating position in its dealings with G3; and
• Bunge’s directors and committee members have access to competitively-sensitive confidential information about G3, which would be valuable for the merged entity’s strategic and operational planning.

Based on the information obtained from Bunge and G3, including the relevant shareholder agreements, the opinions and analysis provided by the Bureau’s corporate governance expert, and other information obtained in its investigation, the Bureau concluded that, though Bunge does not “control” G3, as that term is defined in subsection 2(4) of the Competition Act, the interest Bunge holds in G3 is a significant interest which provides Bunge with the ability to materially influence the economic behaviour of G3.

The proposed acquisition of G3’s rival Viterra will increase Bunge’s incentive to influence G3’s economic behaviour to the detriment of competition. Bunge will have the ability and incentive to influence G3’s strategies with respect to investment, entry, and expansion, as well other factors that impact its general competitive strategy in the relevant markets.

Even in the absence of material influence, a minority interest may impact the interest-holder's competitive incentives. A firm that holds a minority position in a business and acquires a competitor to that business might have a reduced incentive to compete with the business in which it holds an interest. If the firm raises its price and consequently loses sales, it will benefit, through its minority interest, from sales that flow to the business in which it holds a minority interest. In effect, the firm will recapture some of the sales diverted to the business in which it holds a minority interest and may thus have a greater incentive to raise its own price than it would absent the minority interest. In its assessment of a minority interest, the Bureau considers the extent of diversion between the firms' products and the profits earned on these diverted sales. The Bureau also examines the likelihood, significance and impact of any such change to the incentives of the minority interest holder.

The implications of this finding as it relates to the markets in which Bunge, G3, and Viterra operate will be discussed in each section relating to those markets below.

Under the Competition Act, a “merger” is defined as the establishment of “control over or significant interest in the whole or a part of a business of a competitor, supplier, buyer or other person”. Where the Bureau finds that a proposed transaction would establish a significant interest, the Bureau will assess the proposed transaction as a “merger”.

Where the Bureau assesses the impact of an existing significant interest held by one of the merging parties, the Bureau will similarly consider the implications of the merger if the merging party and the entity in which it holds an interest act as one in the marketplace.

9. Origination of grain

The production of crops by farmers is the first and most important step in the grain supply chain in Canada. Canadian farmers grew over 90 million tonnes of crops in the 2022-2023 crop year, and are some of the most important producers in the world of a number of crops, including wheat and canola. Approximately three-quarters of crops were grown in Western Canada, and one-quarter in Eastern Canada.

The purchase of those crops by grain handling companies is referred to as “origination” and the direct purchase of grain from farmers is typically carried out at “primary elevators” and “process elevators”. In Western Canada, these facilities are licensed by the Canadian Grain Commission. As described in the Canada Grain Act, a primary elevator receives grain directly from producers for storage or forwarding, and a process elevator receives and stores grain for direct manufacture or processing into other products. Oilseed crushing facilities are an example of “process elevators”.

Grain elevators are typically connected to transportation networks by railway sidings and are typically connected to either CP or CN track in Western Canada. Grain moves from primary grain elevators by rail to various end-destinations, including to ports for export and to process elevators for further processing.

Farmers sell their grain to grain elevators and receive a cash price, typically based on the volume (in Metric Tonnes or bushels) and characteristics of the grain, including its grade. Grain elevators typically post prices they offer for delivery of grain, but farmers also sell their grain to elevators under a variety of contractual arrangements, including by forward-contracting months in advance or by setting a target price at which they will sell to the grain elevator.

In Canada, Bunge operates two primary grain elevators located in Dixon and Nicklen Siding, Saskatchewan, and five oilseed crushing facilities located in:

• Fort Saskatchewan, Alberta
• Nipawin, Saskatchewan
• Altona, Manitoba
• Harrowby, Manitoba
• Hamilton, Ontario

As discussed above, Bunge holds a significant interest in G3, which operates 20 primary grain elevators, 19 of which are located in Western Canada.

Viterra’s grain handling assets include 66^{Footnote 9} licensed primary grain elevators in Western Canada, as well as oilseed crushing facilities in Ste. Agathe, Manitoba and Bécancour, Quebec.

In April 2021, Viterra announced that it would be building a new canola crush plant in Regina, Saskatchewan. The plant will have an initial targeted annual crush capacity of 2.5 million metric tonnes, which would at the time of its announcement make it the world’s largest integrated canola crush facility.

On announcement in 2021, the plant was set to become fully operational by late 2024 or early 2025. However, as of early 2024, construction of the plant does not appear to have commenced and it will not open on the original timeframe. Given the location of the Regina crush plant, its presence would not affect the Bureau’s conclusions in the markets for canola origination discussed below.

9.1 Relevant markets

In recent jurisprudence involving the acquisition of a primary grain elevator by a competing grain company, the Competition Tribunal concluded that the relevant product market in such cases was the purchase of grain. However, they noted that the “cash price” that a farmer receives for grain is comprised of two components:

• the futures price, which reflects the global commodity market price for the grain and which is outside the control of the grain elevator; and
• the basis, which equates to the difference between the cash price the farmer receives and the futures price of the grain.

The Competition Tribunal also separately considered the impact of that merger on different crops, such as wheat and canola, and defined the relevant markets as the purchase of a particular crop. While grain companies will not blend different grains at the elevator, primary grain elevators can typically buy and store more than one crop at a time, and switch their purchases between crops, depending on their storage capabilities, marketing opportunities, and the availability of crops in their local market.

In its analysis, the Bureau has considered how purchasing dynamics may differ with respect to different crops. For example, canola crushers are an alternative option to primary grain elevators for the purchase of canola, but not for other crops. Whether a company purchases a certain type of grain at a given elevator may depend on whether it has the capability to process or market that grain in downstream markets. The Bureau considers that within a market, both the overall throughput of grain purchasers and the evidence of their actual purchases of different grains are therefore relevant to assessing the impact of the Proposed Transaction on competition.

In addition to the crops they accept, grain elevators may be differentiated by the number of “rail car spots” they have along the siding for loading railcars with grain. Newer elevators may have “loop tracks”, which can load grain onto trains without decoupling the cars from the locomotive. This can significantly increase the efficiency of an elevator when loading grain for transportation.^{Footnote 10}

With respect to the geographic market, consistent with recent Competition Tribunal jurisprudence the Bureau concluded that the relevant markets are local. The Competition Tribunal found that most farms deliver grain to elevators within 100 km of their crops and that in general, elevators that are closer to a farmer’s crop are more attractive for the delivery of that crop.

For oilseed crushing facilities, the area from which they draw grain is likely to be broader than that of elevators, and farmers may be willing to bypass more proximate elevators to sell to a crusher. The Bureau found that the crushers at issue in the present review draw canola from broader areas than elevators. While crushers do draw a significant portion of canola from within 100 km, they also draw canola from as far as 200-300 km.

The Bureau’s empirical economic expert conducted analysis of actual elevator draw areas, including crusher draw areas, based on confidential data. Where these vary by crop and location, this has been incorporated in the Bureau’s analysis.

In addition to distance and price, a number of factors may influence a farmer’s choice of grain purchaser, including the characteristics of the grain to be sold, timing of the sale, relationship with the elevator, and road conditions.^{Footnote 11} Specialty crops, including certain types of canola, may be subject to special purchasing conditions like contracts where the farmer agrees to grow a certain number of acres and sell them all to a particular purchaser.

The supply of oilseeds to the Parties’ crushing facilities in Eastern Canada is subject to somewhat different considerations. For example, while some canola is grown in Eastern Canada, a significant portion of the canola crushed at the Hamilton and Bécancour crushing facilities is shipped from Western Canada. Soybeans grown in Eastern Canada appear to be sourced from greater distances than crops in Western Canada, and may also be delivered to terminal elevator facilities operated by grain companies at ports. Crushers in Eastern Canada also purchase soybeans from sellers in the United States.

9.2 Competitive effects and concentration in the relevant markets

The Bureau considered the purchases of the relevant grains in the local areas of each Bunge and G3 facility and assessed the relative levels of concentration and other evidence of competitive effects in each area.

Western Canada

Bunge owns the largest number of canola crushers in Western Canada. Viterra currently owns only one canola crusher in Western Canada, but also purchases canola through its primary grain elevator network, which is the largest in Western Canada.

The Bureau assessed the market for the purchase of canola in the area around each Bunge canola crusher, including qualitative evidence showing that the Parties are competitors for the purchase of canola in the areas around each of Bunge’s canola crushers. Documentary evidence shows that competitors monitor each other’s canola prices, and that canola crushers are considered to be particularly significant competitors in setting canola prices. Such evidence indicates that Bunge’s prices in Altona have had a large influence on pricing across the whole Altona area.

The Bureau assessed the market for the purchase of canola in the area around each Bunge canola crusher and found that the Parties’ market shares for the purchase of canola are likely particularly significant around Bunge’s Altona and Nipawin crushers, exceeding 45% around Nipawin and 60% around Altona.

The Bureau’s empirical economic expert conducted a merger simulation analysis and found that the merger would likely result in decreases in prices paid to farmers by facilities buying canola in the areas of Nipawin and Altona. Recent Competition Tribunal jurisprudence found that farmers would typically consider a decrease in price of ten cents per bushel by purchasers in a market to be material.^{Footnote 12}

The Bureau is of the view that the canola price decreases estimated by its expert at Bunge and Viterra’s facilities in each of the Altona and Nipawin areas would likely lead to material anticompetitive effects.^{Footnote 13}

When considered over the volume of purchases in these areas, the aggregate impact of these price effects is likely to be $7-9 million in the Altona area and $8-10 million in the Nipawin area in lost farm revenues annually.

The Bureau also considered the impact of the Proposed Transaction on the purchase of other grains, which are not purchased by Bunge but are purchased by G3 and Viterra. There is evidence that G3 and Viterra compete in the area around every one of G3’s 19 facilities in Western Canada. Depending on the area, they may compete to purchase not only canola, but wheat, durum, rye, barley, peas, corn and soybeans.

In each of these areas, the Bureau considered the qualitative evidence of competition between G3 and Viterra, including documentary evidence showing that G3 is a particularly aggressive competitor in setting prices for the purchase of grain, discussed further in section 9.3.

The data available to the Bureau on other crops was not as complete as that available for canola. However, the Bureau’s analysis showed that considering all relevant information, including the nature of Bunge’s interest in G3, the expected decrease to the price of other grains resulting from the combination of the Parties would likely not rise to the level of material.

Eastern Canada

As Bunge and Viterra own two of three oilseed crushing facilities in Eastern Canada, the Bureau also considered whether the Proposed Transaction was likely to have material effects on competition in the purchase of canola or soybeans in Eastern Canada.

As described above, canola for the Parties’ crushers in Eastern Canada is often sourced from Western Canada. The Bureau found no evidence that the merging parties are significant competitors for the purchase of canola in Eastern Canada.

With respect to soybeans, Bunge does not itself purchase significant soybeans from farmers directly in Eastern Canada. The Bureau’s analysis of information collected during its review, including data regarding Bunge, Viterra, and G3’s purchases, indicates that while the soybeans used at the Parties’ crushing facilities in Eastern Canada are purchased from a wide range of sources, the Parties are largely purchasing soybeans from different sources. Based on the Bureau’s analysis of these purchases and other evidence, the Proposed Transaction is unlikely to result in significant competition concerns with respect to the purchase of soybeans in any market in Eastern Canada.

9.3 Effective remaining competition and removal of a vigorous and effective competitor

The Proposed Transaction represents the merger of two of the largest purchasers of canola in Western Canada through the combination of Bunge and Viterra. It also represents the acquisition of Western Canada’s largest primary grain elevator operator, Viterra, by Bunge, who holds a significant interest in another of Western Canada’s largest grain companies.

There are 341 primary grain elevators in Western Canada licensed by the Canadian Grain Commission. Viterra is licensee with respect to 65 and G3 19 of these, representing approximately one quarter of all primary grain elevators in Western Canada. Viterra and G3 also represent approximately one third of all primary grain elevator capacity in Western Canada. In addition, Bunge owns four and Viterra one of the 11 canola crushing facilities in Western Canada.

While there are a number of grain companies in Western Canada, more than half of all primary grain elevators are licensed by just five companies: Viterra, G3, Parrish & Heimbecker Limited (“Parrish & Heimbecker”), Cargill Limited (“Cargill”), and Richardson Pioneer Limited (“Richardson”). The primary grain elevators licensed by these companies represent nearly three quarters of total primary grain elevator capacity in Western Canada.

As markets for the purchase of grain are local, effective remaining competition within each area must be assessed on a local basis. In all relevant areas discussed above, the Bureau’s evidence suggests that there will likely be alternative purchasers of canola or other grains available to farmers following the Proposed Transaction. This generally includes a number of elevators owned by other large grain companies discussed above, such as Cargill and Richardson.

With respect to markets close to the Canada-U.S. border, in particular around the Altona crushing facility, the Bureau found that there is evidence that some farmers may cross the border to sell grain to purchasers in the U.S., including canola crushing facilities. The Bureau considered these potential cross-border sales in its assessment of the evidence, including in the calculation of price effects, and did not find that purchases of grain by American purchasers would change its conclusions with respect to the markets discussed above.

The Bureau also considered evidence of competition from process elevators other than crushers, such as mills and malting companies who purchase crops like wheat and barley. While these purchasers do not always appear to play as significant a role in the purchase of other crops as canola crushers do in the purchase of canola, in many areas where G3 and Viterra compete to purchase other grains, these purchasers likely increase the number of alternatives available to farmers post-merger.

Under section 93 of the Competition Act, the Bureau also considers the removal of a particularly vigorous and effective competitor, such as a competitor who plays a disruptive role with respect to pricing.

Information reviewed by the Bureau indicates that G3 often plays a disruptive role in the origination of grains in Western Canada. G3 is perceived to be a competitor aggressively gaining market share from established grain companies like Viterra, and offering higher prices to farmers in order to purchase grain.

The Bureau’s analysis of the evidence, including Viterra’s ordinary-course business records, indicates that in virtually every area where Viterra and G3 compete, G3 is a particularly vigorous competitor, and frequently a price leader.

While the Proposed Transaction does not involve the acquisition of G3, based on the Bureau’s analysis of material influence, the Proposed Transaction is likely to meaningfully impact Bunge’s incentives with respect to its interest in G3. Through its significant interest in G3, Bunge will continue to have the ability to influence G3’s competitive strategy. If Bunge acquires the assets of G3’s largest competitor Viterra, Bunge will have a greater incentive to reduce G3’s competitiveness over time.

9.4 Entry and expansion in the relevant markets

Consistent with recent Competition Tribunal jurisprudence, the Bureau concluded that barriers to entry or expansion for the purchase of grain at grain elevators are high. The Competition Tribunal found that barriers included capital costs of $40-50 million to construct an elevator, as well as the need to find a location where there is sufficient demand and a suitable site permitting adequate rail and road access. Entry is unlikely to occur in less than two years.

A number of oilseed crush facility entry or expansions projects in Western Canada have been announced by Cargill, AGT Foods and Federated Co-operatives Limited (“FCL”), Richardson and Louis Dreyfus Canada (“Louis Dreyfus”). The Bureau’s review has indicated that this expansion is partly driven by industry expectations of emerging demand for biofuels produced from oilseeds.

While new entry and expansion has been announced, oilseed processing facilities, like primary grain elevators, require significant investment and access to crops and transportation networks. The recent crush expansion and entry projects have likely costs ranging from $350 million US to over $2 billion.^{Footnote 14} At least one announced project has already been cancelled due to “inflationary pressures”.^{Footnote 15}

The Bureau’s review indicates that capital expenditures and lead times for these projects are significant, with entry unlikely to occur in under three years. Projects to expand existing plants may require less time from planning to completion. The majority of the companies which have announced oilseed crushing projects are already participants in the oilseed crushing and grain origination markets in Canada.

The Bureau has considered the locations, ownership, and expected entry timing of these new facilities and expansions in its analysis, including in the calculation of price effects, and found that none of the announced entry and expansion projects are likely to affect its conclusions with respect to the Altona and Nipawin areas discussed above. The locations of these projects are generally too far away from these areas to significantly impact the options available to farmers in the relevant areas.

Information collected during the Bureau’s review also indicated that access to markets for the sale of grain may represent a barrier to entry and expansion for origination assets. For example, companies without terminal elevators at ports or marketing connections in export markets may struggle to move the grain they buy to end-purchasers.

When assessing the impact of a merger on a particularly vigorous and effective competitor, the Bureau also considers whether the merger may inhibit the competitor’s ability to expand or enter, or otherwise marginalize its competitive significance.

G3 is the fastest-growing competitor in Western Canada. Following its establishment in 2015 it rapidly began constructing and acquiring grain elevators, and has constructed over 12 elevators since 2015. In addition, G3’s new builds have frequently been large facilities, with loop tracks for more efficient operation.

Information reviewed by the Bureau indicates that G3 continues to have plans to expand its operations in the grain supply chain in Canada, and to introduce innovations that could improve its efficiency and the quality of service it offers to farmers.

Bunge’s significant interest in G3 gives it the ability to influence G3’s plans for entry and expansion in Canada. Bunge’s acquisition of G3’s largest competitor, Viterra, will increase Bunge’s incentive to stymie G3’s growth into product or geographic areas where Viterra is already present to the detriment of competition.

9.5 Conclusions on origination of grain

The Proposed Transaction represents the combination of multiple significant purchasers of grain in Western Canada and is likely to result in a substantial lessening of competition for the purchase of canola in some markets, as well as serious competitive implications for the purchases of other grains.

As a major purchaser of canola, including through its significant interest in G3, Bunge will through the Proposed Transaction gain the assets of Western Canada’s largest grain elevator company, resulting in a substantial lessening of competition for the purchase of canola in the areas around Altona, Manitoba, and Nipawin, Saskatchewan. The Bureau’s empirical economic expert concluded that the combination of Bunge and Viterra in these areas will likely result in lost farm revenues of $15-19 million annually in these areas.

As two of the largest grain companies in Canada, G3 and Viterra represent significant purchasers of grain in a number of areas in Western Canada. Given that the Proposed Transaction does not represent an acquisition of G3, but rather an acquisition of Viterra by an entity with a significant interest in G3, the Bureau has considered more broadly the impact of the merger on G3’s competitiveness. Based on the totality of the evidence, while the Bureau cannot conclude that the Proposed Transaction is likely to result in substantial anti-competitive effects in local markets where Viterra and G3 compete, the Proposed Transaction will have the long-term impact of increasing Bunge’s incentive to decrease G3’s competitiveness for grain origination in all of Canada, including G3’s plans for entry, expansion, and innovation in the relevant markets.

As a competitor who has recently grown significantly in the relevant markets, G3 represents a disruptive presence and a competitive threat to other grain companies in Canada. As a particularly vigorous and effective competitor who offers aggressive pricing, G3 provides a competitive constraint on Viterra in markets across Canada. Based on the Bureau’s analysis of relevant information, including information about G3’s historical competitive strategy, absent the merger G3 was likely to continue to be an aggressive and innovative competitor in Canada.

The Proposed Transaction therefore presents the potential for competitive harm not only in local areas where G3 and Viterra compete, but more broadly as it relates to the rivalry between the two companies in Western Canada, including on dimensions of competition such as pricing, innovation, entry, and quality of service.

10. Oilseed products

Oilseeds are a very significant part of Canada’s agricultural industry. Canola represented approximately 20% of the grain grown in Canada in the 2022-2023 crop year, and soybeans approximately 7%. The vast majority of canola was grown in Saskatchewan, Manitoba, and Alberta, while soybean production is focused in Ontario, Manitoba, and Quebec.

Oilseed crushing facilities (or "crushers") like those operated by the Parties produce commodity oilseed oils and meals from soybeans and canola. As discussed above, in Eastern Canada the Parties' crushing facilities produce both soybean and canola oils and meals. In Western Canada, they produce canola oils and meals. Crushing facilities that crush both soybean and canola may switch between the two depending on the availability of inputs and market conditions.

Some oilseed crushing facilities use chemical extraction processes to extract oil from oilseeds, while others use a mechanical process. The oil extracted mechanically is often referred to as "expeller-pressed". Of the Parties' facilities, only Viterra's crushing facility in Ste-Agathe uses a mechanical process. Once the oil is extracted from an oilseed, the left-over solid material is ground into a meal. Meals are sometimes referred to as a by-product of the crushing process.

Oilseed oils are inputs into food, industrial, and biofuel products. Oilseed meals are commonly used as a protein source in animal feed.

The oilseed oils produced by crushing typically undergo further refining processes, including degumming, bleaching, and deodorizing. Commonly-sold products include oil that has only been degummed (crude degummed oil) or oil that has been refined into "RBD" (refined, bleached, deodorized) oil. The latter may be sold in bulk, packaged and sold for uses like frying, or used as an input into further-processed products ingredients like margarine.

Each of the Parties' crushing facilities either have refining capabilities onsite or are located in proximity to a refining site. In addition to refining capabilities, Bunge operates two packaging plants for its refined oilseed products, in Edmonton, Alberta and Oakville, Ontario, and holds a majority interest in a joint venture (Bunge Loders Croklaan) which operates a specialty oil refining facility in Toronto.

The relevant markets for oilseed oils and meals are each described in further detail below.

10.1 Relevant markets

Oilseed Oils

Oilseed oils produced in Canada are destined for a variety of uses including food, biofuel, industrial products, or export. Typically, crude oil products are inputs to further refining and purchases for the food industry will be refined products, such as RBD oil. Food uses of oil may include frying in restaurants or foodservice, or as inputs to other products like baked goods.

Information collected by the Bureau during its review suggests that there is a distinction between “hard oils” (which are solid at room temperature), such as coconut and palm, and “soft oils” (which are liquid at room temperature) such as canola and soybean. Soft oils are not typically substitutable with hard oils.

Within “soft oils”, information reviewed by the Bureau suggests that different soft oils may be substitutes for some applications, such that at times canola and soybean oil, or other soft oils like sunflower oil, may be in the same market. However, the Bureau’s review also suggested that there are often significant barriers to switching, qualitative differences, and significant price differences between different soft oil products, including between canola oil and soybean oil. As a result, the Bureau has considered soybean oil and canola oil to be distinct products for the purposes of its review.

Within canola and soybean oil, there may be further distinctions with respect to specialty products such as non-GMO oils and high-oleic canola oils. There are smaller markets for these specialty products. The Bureau’s review did not suggest that the Proposed Transaction presented competition issues specific to these products.

A significant proportion of oilseed oils produced in Canada are exported. Approximately 73% of canola and 36% of soybean oil produced in Canada were exported in 2022. Imports of canola oil were very minimal, less than 2% of the volume which is consumed in Canada. In contrast, imports of soybean oil are significant, approximately 33% of the volume which is consumed in Canada.^{Footnote 16}

This suggests that while soybean oils produced in Canada likely face significant competition from those produced outside of Canada, the same may not be true for canola oil.

Many oilseed oil customers must source oils by truck, as they do not have the option to source by rail for logistical reasons related to factors like rail access or shipment size. Where customers source oil delivery by truck, their ability to source from farther away may be limited due to increased transportation costs.

Information reviewed by the Bureau suggests that the majority of the Parties’ domestic sales of oilseed oils are made to customers in Eastern Canada. Bunge’s sales appear to be more focused in Ontario, while Viterra’s are more focused in Quebec, but the Bureau’s review indicated that customers in Ontario and Quebec viewed producers in both provinces as options.

The Bureau’s review suggests that there is limited competition from other producers in Western Canada to supply canola oil to customers in Eastern Canada, and that transportation costs represent a significant barrier to such supply. There is evidence that some volumes of canola oil produced in Western Canada are transported by rail to Eastern Canada. However, there is little evidence that this supply represents an option for those customers who source oilseed oils by truck within Eastern Canada.

The Bureau’s review suggested that in particular, the market for the supply of canola oil in Eastern Canada may be a regional market, with the closest competition between producers in Ontario and Quebec to supply customers who can only receive shipments by truck.

Oilseed Meals

Oilseed meals are primarily sold as an input to animal nutrition products. Information collected during the Bureau’s review indicated that canola and soybean meal have different nutritional profiles, due to their different characteristics such as protein and fat content. As a result of these differences, soybean meals are preferred for poultry and canola meals for ruminants. Canola and soybean meals may also be substituted with other protein sources, like dried distillers’ grains (DDGs). The Bureau’s review indicated that a mix of these protein sources may be used depending on market conditions and the desired nutritional content of the feed.

There may be further differentiation within meals based on whether the meals were produced through a chemical or expeller-press crushing process. The Bureau’s review indicated that meals from expeller-press crushers are higher-fat and may not compete closely with meals produced by other crushing processes.

A significant proportion of oilseed meals produced in Canada are exported. Over 90% of canola meal produced in Canada in 2022 was exported and very minimal canola meal was imported. Exports of soybean meal are much lower, representing approximately 24% of production. The volume of soybean meal imported into Canada in 2022 was roughly equivalent to that produced in Canada which remains in Canada.

As with oilseed oils, this information suggests that there are significant imports of soybean meal products, but fewer imports of canola meal products.

Similarly to oilseed oils, some customers indicated that transportation costs are a barrier to sourcing from more distant options, as customers may be sourcing by truck. The markets for oilseed meals are therefore likely to be regional. However, customers in both Eastern and Western Canada indicated that they view sources of protein in the Northern United States to be options.

10.2 Market concentration and effective remaining competition

Oilseed Oils

In Canada, Bunge owns the largest number of oilseed crushers. Currently, Bunge and Viterra likely represent less than 35% of canola crushing capacity in Canada. As noted above, Viterra has announced a canola crushing facility in Regina which would be the largest in the world. Following this expansion, as well as expansion and entry by competing crushers, Bunge and Viterra’s combined share of canola crush capacity in Canada would likely exceed 40%.

In Eastern Canada, Bunge and Viterra represent a more significant share of canola crushing capacity, likely in excess of 70%. There is limited information available on the size of the markets for oils in Eastern Canada. However, the Parties represent two of three crushing facilities in Eastern Canada with a significant share of crushing capacity, and there is little evidence of competition from American crushers or Western Canadian crushers owned by competitors for canola oil sales in this region. The only remaining competitor in Quebec and Ontario post-Proposed Transaction will be ADM’s crush facility in Windsor.

In Western Canada, the Parties represent a smaller share of crushing capacity and face competition from a number of crushers owned by large competitors. While the Parties may represent a more significant share of crushing capacity following the opening of Viterra’s Regina crush facility, given other planned entry and expansion likely to predate that opening they will likely continue to face competition from crushers owned by Cargill, Louis Dreyfus, Richardson, and ADM.

Oilseed Meals

As noted above, the market for the supply of oilseed meals is likely to be limited to regional markets based on transportation costs. While there is insufficient data available to compute the Parties’ shares of canola and soybean meal sales on a regional basis, the Bureau found that there is likely to be effective remaining competition from a number of protein source suppliers in both Canada and the United States following the Proposed Transaction.

In Western Canada, the only overlap between the Parties’ crushing facilities would be in Southern Manitoba, and the Bureau’s review indicated that the Parties’ crushers likely face competition for the supply of protein sources in the United States. The Parties’ crushers also may not be each others’ closest competitors due to differences in the expeller-pressed meals produced by Viterra’s Ste-Agathe crushing facility.

The Bureau’s review also indicated that there is also competition from protein source suppliers in the Northeastern United States in Eastern Canada. In Eastern Canada, information collected by the Bureau suggested that Viterra sells more meals in Quebec and Bunge sells more in Ontario.

10.3 Entry and expansion in the relevant markets

As discussed above, notwithstanding the significant capital costs and other barriers, a number of new and expansion crushing facility projects have been announced in Western Canada, including by Viterra, Cargill, Federated Cooperates and AGT Foods, Louis Dreyfus, and Richardson.

Information assessed by the Bureau suggests that demand for oilseed oils appears to be driving this expansion. However, the increased production of oils will also result in increased production of meals. As a result of this expansion there are likely to be increased canola oils and meals produced in Western Canada for both the domestic and export markets. Information collected by the Bureau during its review suggested that industry participants expected this entry and expansion to increase the availability of meals.

The Bureau considered whether the Proposed Transaction impacts the likelihood of Viterra’s construction of a canola crush facility in Regina, and therefore whether the Proposed Transaction may impact the likelihood of increased rivalry from Viterra in the future. The information reviewed by the Bureau did not suggest that the Proposed Transaction is likely to impact whether this facility is constructed.

It should be noted that none of the anticipated entry in oilseed crushing relates to Eastern Canada, nor to soybean crushing.

10.4 Vertical theory of harm

The Bureau also considered a vertical theory of harm relating to oilseed oil products. Vertical mergers may result in anticompetitive effects where the merging parties operate in different levels of a supply chain and the merger gives the merging parties the ability and incentive to limit or eliminate their competitors' access to inputs or markets ("foreclosure").

Input foreclosure occurs when the merged firm refuses to supply inputs to competitors who compete with the merged firm in the downstream market. Customer foreclosure occurs when the merged firm refuses to purchase inputs from a competitor who competes with the merged firm in the upstream market. Foreclosure can be total, such as refusal to supply, or partial, such as raising prices to downstream competitors.

When examining the likely foreclosure effects of a non‑horizontal merger transaction, the Bureau considers three inter‑related questions:

• whether the merged firm has the ability to harm rivals;
• whether the merged firm has the incentive (i.e., whether it is profitable) to do so; and
• whether the merged firm's actions would be sufficient to prevent or lessen competition substantially.

In the oilseed oil industry, oils produced by crushing facilities are inputs to further-processed products, such as margarine and specialty fats. Bunge is present in the downstream market for these products, while Viterra is not.

The Bureau investigated concerns that Bunge may be unwilling to supply refined oilseed oils on competitive terms to customers of refined oil products that Bunge perceives to be competitors. This could include both distributors of refined oil products and producers of further-processed products.

The Bureau’s review of information suggests that Bunge may be reluctant to supply refined oilseed oils to customers it perceives to be direct competitors for oil distribution and further processing.

The Bureau’s review of information suggests that following the Proposed Transaction, Bunge may have the ability to harm rivals in these markets who cannot receive oils by rail as Bunge will control two of the three canola crushing facilities in Eastern Canada. In addition, Bunge has the incentive to disadvantage these rivals as it competes directly with them to distribute refined and further-processed canola oil products. There is therefore evidence that the Proposed Transaction may allow Bunge to disadvantage customers in Eastern Canada who can only purchase refined oil products by truck delivery and who Bunge perceives as competitors.

10.5 Conclusions on oilseed products

The Bureau concluded that the Proposed Transaction is likely to result in a substantial lessening or prevention of competition with respect to the supply of refined canola oil products in Eastern Canada to customers who can only receive such products by truck. The Parties represent two of only three canola crushing plants in Eastern Canada, where many customers are supplied by truck and cannot source from more distant crush plants.

Following the Proposed Transaction, Bunge will also have increased ability to limit the supply of refined oils to customers it perceives to be its competitors in the downstream markets for oil distribution and further processing.

The Proposed Transaction is unlikely to result in a substantial lessening or prevention of competition with respect to the production and sale of canola and soybean meals. There are alternative suppliers of protein sources available to customers in Eastern and Western Canada, including suppliers located in the United States. There is also significant planned expansion in Western Canada which will increase the availability of oilseed meals as a by-product of the increased crushing.

The Proposed Transaction is also unlikely to result in a substantial lessening or prevention of competition with respect to canola oil in Western Canada, or with respect to soybean oil. While the total market size of canola oil products in Western Canada is unknown, the Parties compete with a number of alternative suppliers for canola oil, with substantial new entry and expansion expected in the near future. With respect to soybean oil, there is evidence of significant competition from foreign suppliers.

11. Terminal elevators at ports

Large quantities of the grains grown in Canada were exported to other markets in the 2022-2023 crop year.^{Footnote 17} Of those exports, the vast majority pass through terminal elevators at Canadian ports.^{Footnote 18}

As described in the Canada Grain Act, terminal elevators are elevator facilities designed to receive grain from another elevator and clean, store, and treat the grain before it is moved forward. Terminal elevators at ports may receive grain by rail, truck, or vessel and store it before its ultimate export.

In general, goods may be shipped through port terminals in containers (containerized), non-containerized, or as dry or liquid “bulk cargo”. Terminal elevators are used to facilitate the dry bulk shipment of grain, while other terminals like container terminals would be used for containerized shipping.

The Canadian Grain Commission licenses terminal elevators in Canada. Licensed terminal elevators are located at ports in Nova Scotia, Quebec, Ontario, Manitoba and British Columbia. Some are located at marine ports, while others are located on the St. Lawrence River or on the Great Lakes.

Most licensed terminal elevators are operated by vertically-integrated grain handling companies, sometimes as part of joint venture agreements involving more than one company. As described above, Viterra operates and/or owns an interest in terminal elevators at ports in Vancouver, Prince Rupert, Thunder Bay, and Montreal, some as part of joint venture agreements with other grain companies. G3 operates terminal elevators at ports in Vancouver, Thunder Bay, Hamilton, Trois Rivières, and Quebec City.

Bunge does not operate terminal elevators directly; however, given its significant interest in G3 the Bureau investigated whether the Proposed Transaction presents the possibility of harm to competition with respect to terminal elevators at ports.

11.1 Relevant Markets

The Bureau considered the relevant product market to be capacity at terminal elevators licensed by the Canadian Grain Commission. Products that are bulk shipped through terminal elevators may also at times be shipped via container terminals. However, the Bureau understands that the vast majority of grains in Canada are shipped through terminal elevators, and that containerized shipping is a relatively small portion of the market and may be more commonly used for specialty grains. As the Parties do not operate container terminals, considering only terminal elevators will not exclude any relevant overlaps and competition with container terminals would not affect the Bureau’s conclusions on these markets.

Stakeholders indicated that terminal elevators may ship oilseed meals as well as grains. However, meals may not be preferred by terminal operators due to additional difficulty in processing them at terminal elevators. Generally the Bureau considered the relevant market to be the handling of grains by terminal elevators, but where relevant, the impact of oilseed meal shipping is considered below. It should be noted that terminal elevators do not ship oilseed oils, nor do the Parties appear to overlap with respect to the handling of oilseed oils for export.

The export destination will typically determine whether grains are exported through Eastern or Western Canadian ports. For example, grains destined for export to Asia typically move through ports in Western Canada, while grains destined for Europe typically move through ports in Eastern Canada. While grain marketing companies may export grains to multiple destinations, they are unlikely to substitute between Eastern and Western ports when considering their options for export of a particular shipment.

The information reviewed by the Bureau also indicated that grain companies did not view ports in the United States to be substitutes for Eastern or Western Canadian ports, nor did they view the Port of Halifax as a substitute for ports in Ontario and Quebec.

Considerations for each of the relevant geographic areas are set out below.

Western Canada

In British Columbia, there are terminal elevators in Prince Rupert, Surrey, and Vancouver. These terminal elevators are differentiated to some degree. For example, the Bureau’s review indicated that the terminal elevator in Prince Rupert, which is partially owned by Viterra, is somewhat differentiated from the elevators further south because it is accessible only by CN rail, rather than by both CN and CP. However, despite these differences, the Bureau found based on its review of the evidence that all British Columbia terminal elevators are likely in the same market. Even if the Port of Prince Rupert were to be considered a distinct market, the Bureau’s conclusions would not be impacted.

Eastern Canada

In Eastern Canada, there are more complicated dynamics governing the use of terminal elevators, owing to the fact that terminals are differentiated by the sizes of vessels they can accept, whether they are accessible by rail, and whether they are inaccessible in winter.

Terminal elevators located along the Great Lakes, such as Hamilton, are often used to move grain along the St. Lawrence Seaway to ports further east, such as Montreal and Quebec City, where it can be exported using larger vessels.^{Footnote 19} The Great Lakes ports are seasonally inaccessible in winter, and typically have vessel size restrictions. Great Lakes ports are therefore less likely to be a substitute for St. Lawrence ports than a means to access them.

Terminal elevators at ports along the St. Lawrence River in Quebec are more likely to be the final destination of the grain before export. They can be further differentiated by the size of vessels they can accept. For example, G3’s Quebec City terminal can fully load “panamax” vessels, while Viterra’s Montreal terminal cannot.

Terminal elevators at ports along the St. Lawrence River in Quebec may receive grain by vessel arriving from Great Lakes ports further along the St. Lawrence Seaway, by truck, or by rail. Because rail access allows for efficient delivery of grain, and because vessels are unable to travel from Great Lakes ports for a significant portion of the year, rail access is also a differentiating factor among terminal elevators. The terminal elevators at Baie-Comeau and Port Cartier do not have rail access, and therefore must accept grain delivery either by truck or by vessel from ports further up the St. Lawrence River, including Great Lakes ports and Montreal.

Because of the complex dynamics governing terminal elevator usage in Eastern Canada, including seasonal inaccessibility, the Bureau considered a variety of possible market scenarios, including all terminal elevators in Ontario and Quebec, all Great Lakes terminals, and St. Lawrence terminals with rail access.

11.2 Market concentration and effective remaining competition

Western Canada

In Western Canada, Viterra owns interests in terminal elevators in Vancouver and Prince Rupert, while G3 owns a terminal in Vancouver. The Bureau’s analysis of licensed terminal elevator capacity in the relevant market in Western Canada suggests that Viterra and G3 hold a combined share of 42% of terminal elevator capacity in Western Canada.^{Footnote 20}

There are a number of licensed terminal elevators in British Columbia, including the Alliance Grain Terminal (owned by Paterson Grain, Parrish & Heimbecker, and North West Terminal Ltd.), the Fraser Grain Terminal (owned by Parrish & Heimbecker and GrainsConnect Canada), Richardson’s grain terminal, Cargill’s grain terminal, and the Fibreco Export Inc. terminal.

Eastern Canada

In Eastern Canada, Viterra and G3 each own both Great Lakes terminal elevators and St. Lawrence terminal elevators. Their share of all terminal elevator capacity in Ontario and Quebec is 32%. However, given the different uses and capabilities of these terminal elevators described above, the Bureau also considered narrower markets.

Viterra and G3’s combined share of capacity among Great Lakes terminal elevators is 29%. Their share of capacity among St. Lawrence terminal elevators is 37% and among St. Lawrence terminal elevators with rail access is 81%.

There are remaining competitors at both Great Lakes and St. Lawrence River ports, including Parrish & Heimbecker, with terminal elevators in Goderich and Hamilton, Cargill, with terminal elevators in Sarnia and Baie-Comeau, Sollio Agriculture, with a terminal elevator in Quebec City, and Richardson, with terminal elevators in Thunder Bay, Hamilton, and Sorel.

11.3 Entry and expansion in the relevant markets

Barriers to entry for establishing a terminal elevator are high. Space for greenfield entry at ports is constrained, the permitting and construction process can take several years, and capital costs are significant. Barriers to expansion are likely lower than for entry, but there are still significant capital and regulatory barriers.

There has been some recent entry in terminal elevators in Canada. However, this entry demonstrates the extensive lead time required for approvals and construction in this market. For example, Sollio Agriculture opened a terminal elevator in Quebec City in 2021 after commencing construction in 2018, and the Fraser Grain Terminal in Surrey opened in 2022 after receiving a project permit in 2018. G3’s terminal elevator in Vancouver opened in 2020 after commencing construction in 2017.^{Footnote 21}

Bunge’s significant interest in G3 in combination with the Proposed Transaction may provide Bunge the ability and incentive to affect G3’s competitiveness with respect to terminal elevator entry, expansion, and innovation projects going forward.

11.4 Industry dynamics and capacity utilization

The Bureau’s review of the evidence in this case suggests that the Parties do not view the market as one in which terminal elevator operators compete with each other to offer grain handling capacity at their terminal elevators.

Many grain companies in Canada are vertically-integrated, and choose to export the grain they originate through their own terminal elevators. As discussed above, access to terminal capacity does appear to be a barrier to entry and expansion in the grain handling industry, as purchase of grain inland is affected by the nature and extent of access to marketing options. Grain companies that are not vertically integrated have options such as selling grain to the domestic market, exporting grain through another company’s terminal elevator, or exporting grain by truck or rail.

Information reviewed by the Bureau, including information received from the Parties and other stakeholders, suggests that there is little third-party usage of terminal elevators by grain companies today, and in particular little third-party usage of Viterra and G3’s terminals in Eastern and Western Canada. Long-term throughput agreements do not appear to be common, nor are arrangements for capacity usage on a “spot” basis.

The Bureau also considered evidence regarding capacity utilization of terminal elevators in Eastern and Western Canada. Capacity utilization can fluctuate depending on a number of factors, including crop production in a given year, demand in export markets, and seasonal access restrictions at ports. As noted above, there are also a number of anticipated changes to the oilseed industry in Canada, some of which may affect capacity utilization at terminal elevators. The expansion of domestic canola crushing capacity may reduce canola exports, but may also increase canola meal exports, both of which are commodities that may be shipped through terminal elevators.

In general the evidence the Bureau reviewed suggested that there is excess capacity at terminal elevators at both Eastern and Western Canadian ports.

11.5 Conclusions on terminal elevators at ports

The Parties will hold a significant percentage of terminal elevator capacity in some relevant areas following the Proposed Transaction. In addition, barriers to entry and expansion in these markets are significant, and access to terminal elevators represents a barrier to accessing export markets for companies that compete to originate grain in Canada. Bunge’s interest in G3 in combination with the Proposed Transaction may impact G3's competitiveness with respect to entry, expansion, and innovation going forward, including with respect to port terminal elevators.

However, the Bureau concluded that the Proposed Transaction is unlikely to result in a substantial prevention or lessening of competition with respect to the use of terminal elevator capacity in any relevant area in Canada because:

• Industry dynamics indicate that the Parties are not currently significantly active in offering terminal elevator capacity to third parties, meaning that the Proposed Transaction is unlikely to substantially lessen competition through reducing choice available to third-party uses of terminal elevators;
• There are remaining competitors in every area in Canada where the Parties’ market share will be high following the Proposed Transaction; and
• Analysis of capacity shows that there is significant excess capacity at terminal elevators in ports in Eastern and Western Canada.

12. Findings regarding lessening and prevention of competition

The Commissioner has concluded that the Proposed Transaction is likely to result in a substantial lessening of competition for the origination of canola in the areas around Bunge’s Altona and Nipawin crushing facilities, as well as in the supply of canola oil to customers who can only receive oil by truck in Eastern Canada.

In addition to these findings relating to a substantial lessening of competition, the Bureau found that Bunge has the ability to materially influence the economic behaviour of G3 and to access G3’s competitively-sensitive confidential information. The Proposed Transaction will result in Bunge acquiring G3’s largest competitor, Viterra, which will increase Bunge’s incentive to use this confidential information and its ability to influence G3’s behaviour in ways that are likely to result in harm to competition in agricultural markets in Canada.

Appendix A – Competition Bureau matters in the agriculture industry

Over several decades, the Bureau has performed numerous reviews relating to the agriculture sector, including several resulting applications to the Competition Tribunal under the merger provisions (section 92) of the Competition Act. In addition, the Bureau has conducted extensive investigations under the abuse of dominance provisions (sections 78 and 79) and competitor collaboration provisions (section 90.1) of the Competition Act.

Select examples of the Bureau’s reviews in this sector are summarized below.

United Grain Growers Limited / Agricore Cooperative Ltd. – Merger

In November 2001, United Grain Growers Limited acquired Agricore Cooperative Ltd. and began carrying on business as Agricore United. The Bureau concluded that this transaction was likely to prevent or lessen competition substantially in the purchasing and handling of grain in certain local markets in Western Canada and canola oil-seed purchasing and processing in Canada, as well as in the market for port terminal grain handling services. The Bureau and the merging parties entered into two separate consent agreements pursuant to sections 92 and 105 of the Competition Act to resolve the Bureau’s concerns in these markets. The consent agreements required divestitures including a grain terminal at the Port of Vancouver and grain elevators in Western Canada.

James Richardson International Limited / Saskatchewan Wheat Pool Inc. – Merger

In 2005, James Richardson International Limited (“JRI”) and Saskatchewan Wheat Pool (“SWP”) together with their affiliates, 6362681 Canada Ltd. and 6362699 Canada Ltd., entered into a series of agreements to create a joint venture in connection with the marketing of grain handling services and the operation of their respective grain handling terminals in the Port of Vancouver. The Bureau filed an application to challenge the joint venture. The joint venture was subsequently dissolved and the application was withdrawn.

Saskatchewan Wheat Pool / United Grain Growers Limited – Merger

In November 2006, SWP announced its intention to make an unsolicited bid to acquire all of the outstanding securities of United Grain Growers Limited, carrying on business as Agricore United. Following its review, the Commissioner concluded that the transaction was likely to result in a substantial lessening and/or prevention of competition in the market for port terminal grain handling services on the West Coast of Canada and in certain markets for grain handling services in Western Canada. In March 2007, the Commissioner and Saskatchewan Wheat Pool entered into a consent agreement pursuant to which SWP agreed to sell nine inland grain elevators and a port terminal elevator in the Port of Vancouver to Cargill Ltd.

James Richardson International Limited / Agricore United – Merger

In June 2007 the Commissioner concluded that JRI’s acquisition of certain Agricore United grain elevators from SWP would result in a substantial lessening and/or prevention of competition in certain markets for grain handling services in Western Canada. The Commissioner and JRI entered into a consent agreement pursuant to which JRI agreed to sell its primary grain elevator located in Glossop, Manitoba and Agricore United’s primary grain elevator in Swan River, Manitoba in order to resolve the likely substantial lessening of competition in these local markets.

Dow / DuPont – Merger

In December 2015, E.I. du Pont de Nemours and Company (“DuPont”) and The Dow Chemical Company (“Dow”) entered into an Agreement and Plan of Merger. After conducting a review, the Commissioner concluded that the merger was likely to result in a substantial lessening and/or prevention of competition in the supply of certain products, including agriculture products (cereal broadleaf herbicides and cereal burndown herbicide additives) in Canada. In June 2017, the Commissioner, Dow and DuPont entered into a consent agreement pursuant to which the parties agreed to sell certain assets and businesses related to these herbicides used by Canadian farmers in the cultivation of cereal crops, including wheat, oats and barley.

Bayer AG / Monsanto – Merger

In September 2016, Bayer AG (“Bayer”) and Monsanto Company (“Monsanto”) entered into an agreement under which Bayer proposed to acquire Monsanto. The Bureau conducted an extensive review and concluded that this acquisition would likely substantially lessen and prevent competition in the supply of canola seeds and traits, soybean seeds and traits, nematicidal seed treatments, and carrot seeds. In May 2018, the Commissioner and Bayer AG entered into a consent agreement pursuant to which Bayer agreed to sell assets including its canola seed and traits business, soybean seed and traits business, carrot seed business, nematicidal seed treatment business, glufosinate-ammonium herbicide business, canola traits including the LibertyLink herbicide tolerance trait, assets related to the Centurion herbicide, and digital farming business in Canada.

BASF / Bayer AG - Merger

In 2017, BASF SE (“BASF”) proposed to purchase certain agricultural assets from Bayer following Bayer’s acquisition of Monsanto. The Bureau concluded that this acquisition would likely substantially lessen or prevent competition in the supply of canola seeds and traits in Canada. In June 2018, pursuant to a consent agreement between the Commissioner and BASF, BASF agreed to sell its Clearfield Production System for Canola to a purchaser acceptable to the Commissioner.

La Coop fédérée / Cargill – Merger

In March 2018, Cargill announced that it would sell its Ontario grain business, retail crop inputs business and a 50% equity interest in South West Ag Partners, Incorporated to La Coop fédérée (“LCF”). The Bureau concluded that the transaction was likely to result in a substantial lessening of competition in the retail supply of fertilizer and crop protection products in certain local markets in Ontario. In November 2018, the Commissioner entered into a consent agreement with the parties pursuant to which LCF agreed to divest Cargill’s retail locations in Alliston, Harrow, Tilbury and Waterford to a purchaser acceptable to the Commissioner.

Parrish & Heimbecker / Louis Dreyfus – Merger

In September 2019, Parrish & Heimbecker announced that it was acquiring ten primary grain elevators from Louis Dreyfus. In December 2019, the Bureau filed an application with the Competition Tribunal to challenge the company’s acquisition of one primary grain elevator in Virden, Manitoba. The application asked for an order requiring P&H to sell either its elevator in Moosomin, Saskatchewan or the newly acquired elevator in Virden. In October 2022, the Tribunal dismissed the Bureau’s application and concluded that, while there was evidence that Parrish & Heimbecker had pre-existing market power, there were insufficient grounds to conclude that the acquisition of the grain elevator in Virden would lessen competition substantially in the purchase of wheat and canola in that area.

Federated Co-operatives Limited / Blair’s Family of Companies – Merger

In February 2021, FCL and the Blair’s Family of Companies (“Blair’s”) announced that they would enter into a joint venture. The Bureau concluded that the transaction was likely to result in a substantial lessening or prevention of competition in the supply of crop inputs (such as fertilizer, crop protection products, and seeds) in the Lipton, Saskatchewan area. In July 2021, the Commissioner entered into a consent agreement with the parties pursuant to which FCL and Blair’s agreed to divest Blair’s Lipton retail location, together with two satellite facilities, to a purchaser acceptable to the Commissioner.

Farmers Business Network – Investigation

In March 2022, the Bureau announced that it had concluded an extensive investigation regarding allegations of anti-competitive conduct of wholesalers and manufacturers of crop inputs in Western Canada. The investigation sought to determine whether certain wholesalers and manufacturers of crop inputs were engaging in anti-competitive conduct and whether they worked, together or on their own, to disadvantage, restrict or block the supply of crop inputs to Farmers Business Network Canada Inc. (“FBN”). The conduct was examined under both section 90.1 (civilly reviewable competitor collaborations) and section 79 (abuse of dominant position) of the Competition Act. Although the evidence did suggest that certain market participants communicated with the goal of influencing suppliers of crop inputs with respect to FBN, the Bureau determined that there was insufficient evidence to conclude that the conduct contravened the relevant sections of the Competition Act and closed its investigation.

Appendix B: Relevant Provisions of the Competition Act and Canada Transportation Act

Canada Transportation Act (S.C. 1996, c. 10)

Review of Mergers and Acquisitions

Notice

53.1 (1) Every person who is required to notify the Commissioner of Competition under subsection 114(1) of the Competition Act of a proposed transaction that involves a transportation undertaking shall, at the same time as the Commissioner is notified and, in any event, not later than the date by which the person is required to notify the Commissioner,

(a) give notice of the proposed transaction to the Minister; and

(b) in the case of a proposed transaction that involves an air transportation undertaking, also give notice of the transaction to the Agency.

Information

(2) A notice given to the Minister or to the Agency shall, subject to the regulations, contain the information required under subsection 114(1) of the Competition Act. The notice shall also contain any information with respect to the public interest as it relates to national transportation that is required under any guidelines that shall be issued and published by the Minister. After receipt of a notice, the Minister may require the person who has given the notice to provide further information.

Guidelines

(2.1) The guidelines referred to in subsection (2) shall be elaborated in consultation with the Competition Bureau and shall include factors that may be considered to determine whether a proposed transaction raises issues with respect to the public interest as it relates to national transportation.

Not statutory instruments

(3) The guidelines referred to in subsection (2) are not statutory instruments within the meaning of the Statutory Instruments Act.

No public interest issues

(4) If the Minister is of the opinion that the proposed transaction does not raise issues with respect to the public interest as it relates to national transportation, the Minister shall, within 42 days after a person gives notice under subsection (1), give notice of the opinion to that person, in which case sections 53.2 and 53.3 do not apply in respect of that transaction.

Public interest issues

(5) If the Minister is of the opinion that the proposed transaction raises issues with respect to the public interest as it relates to national transportation, the Minister may direct the Agency to examine those issues under section 49 or appoint and direct any person to examine those issues under section 7.1 of the Department of Transport Act.

Report

(6) The Agency or person, as the case may be, shall report to the Minister within 150 days after being directed under subsection (5), or within any longer period that the Minister may allow.

Prohibition

53.2 (1) No person shall complete a proposed transaction referred to in subsection 53.1(1) unless the transaction is approved by the Governor in Council and, in the case of a transaction that involves an air transportation undertaking, the Agency determines that the transaction would result in an undertaking that is Canadian as defined in subsection 55(1).

Commissioner's report

(2) The Commissioner of Competition shall within 150 days after the Commissioner is notified of the proposed transaction under subsection 114(1) of the Competition Act, or within any longer period that the Minister may allow, report to the Minister and the parties to the transaction on any concerns regarding potential prevention or lessening of competition that may occur as a result of the transaction.

Report to be made public

(3) The report shall be made public immediately after its receipt by the Minister.

Concerns relating to public interest and competition

(4) After receipt of the Commissioner's report and any report given under subsection 53.1(6), but before the Minister makes a recommendation for the purposes of subsection (7), the Minister shall

(a) consult with the Commissioner regarding any overlap between any concerns that the Minister has in respect of the proposed transaction with regard to the public interest as it relates to national transportation and any concerns in respect of the transaction that are raised in the Commissioner's report; and

(b) request the parties to the transaction to address

(i)  with the Minister any concerns that the Minister has in respect of the transaction with regard to the public interest as it relates to national transportation, and

(ii)  with the Commissioner any concerns that the Commissioner has regarding potential prevention or lessening of competition that may occur as a result of the transaction.

Measures to address concerns

(5) The parties to the transaction shall

(a) after conferring with the Minister regarding concerns referred to in subparagraph (4)(b)(i), inform the Minister of any measures they are prepared to undertake to address those concerns; and

(b) after conferring with the Commissioner regarding concerns identified under subparagraph (4)(b)(ii), inform the Commissioner of any measures they are prepared to undertake to address those concerns.

The parties may propose revisions to the transaction.

Preconditions to recommendation

(6) Before making a recommendation for the purposes of subsection (7), the Minister shall obtain the Commissioner's assessment of the adequacy of any undertaking proposed by the parties to address the concerns that have been identified under subparagraph (4)(b)(ii) and the effects of any proposed revisions to the transaction on those concerns.

Approval of Governor in Council

(7) If the Governor in Council is satisfied that it is in the public interest to approve the proposed transaction, taking into account any revisions to it proposed by the parties and any measures they are prepared to undertake, the Governor in Council may, on the recommendation of the Minister, approve the transaction and specify any terms and conditions that the Governor in Council considers appropriate. The Governor in Council shall indicate those terms and conditions that relate to potential prevention or lessening of competition and those that relate to the public interest as it relates to national transportation.

Variation of terms and conditions

(8) On application by a person who is subject to terms and conditions specified under subsection (7), the Governor in Council may, on the recommendation of the Minister, vary or rescind the terms and conditions. If the terms and conditions to be varied or rescinded affect competition, the Minister shall consult with the Commissioner before making the recommendation.

Commissioner's representations

(9) If the Minister directs the Agency under section 49 to inquire into any matter or thing to assist the Minister in making a recommendation under subsection (7) or (8), the Agency shall give notice of the inquiry to the Commissioner and allow the Commissioner to make representations to the Agency.

Compliance with terms and conditions

(10) Every person who is subject to terms and conditions shall comply with them.

Competition Act (R.S.C., 1985, c. C–34)

Order

92 (1) Where, on application by the Commissioner, the Tribunal finds that a merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially

(a) in a trade, industry or profession,

(b) among the sources from which a trade, industry or profession obtains a product,

(c) among the outlets through which a trade, industry or profession disposes of a product, or

(d) otherwise than as described in paragraphs (a) to (c),

the Tribunal may, subject to sections 94 and 95,

(e) in the case of a completed merger, order any party to the merger or any other person

(i)  to dissolve the merger in such manner as the Tribunal directs,

(ii)  to dispose of assets or shares designated by the Tribunal in such manner as the Tribunal directs, or

(iii)  in addition to or in lieu of the action referred to in subparagraph (i) or (ii), with the consent of the person against whom the order is directed and the Commissioner, to take any other action, or

(f) in the case of a proposed merger, make an order directed against any party to the proposed merger or any other person

(i)  ordering the person against whom the order is directed not to proceed with the merger,

(ii)  ordering the person against whom the order is directed not to proceed with a part of the merger, or

(iii)  in addition to or in lieu of the order referred to in subparagraph (ii), either or both

    (A) prohibiting the person against whom the order is directed, should the merger or part thereof be completed,     from doing any act or thing the prohibition of which the Tribunal determines to be necessary to ensure that the     merger or part thereof does not prevent or lessen competition substantially, or

    (B) with the consent of the person against whom the order is directed and the Commissioner, ordering the person     to take any other action.

Evidence

(2) For the purpose of this section, the Tribunal shall not find that a merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially solely on the basis of evidence of concentration or market share.

Factors to be considered regarding prevention or lessening of competition

93 In determining, for the purpose of section 92, whether or not a merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially, the Tribunal may have regard to the following factors:

(a) the extent to which foreign products or foreign competitors provide or are likely to provide effective competition to the businesses of the parties to the merger or proposed merger;

(b) whether the business, or a part of the business, of a party to the merger or proposed merger has failed or is likely to fail;

(c) the extent to which acceptable substitutes for products supplied by the parties to the merger or proposed merger are or are likely to be available;

(d) any barriers to entry into a market, including

(i) tariff and non-tariff barriers to international trade,

(ii) interprovincial barriers to trade, and

(iii) regulatory control over entry,

and any effect of the merger or proposed merger on such barriers;

(e) the extent to which effective competition remains or would remain in a market that is or would be affected by the merger or proposed merger;

(f) any likelihood that the merger or proposed merger will or would result in the removal of a vigorous and effective competitor;

(g) the nature and extent of change and innovation in a relevant market;

(g.1) network effects within the market;

(g.2) whether the merger or proposed merger would contribute to the entrenchment of the market position of leading incumbents;

(g.3) any effect of the merger or proposed merger on price or non-price competition, including quality, choice or consumer privacy; and

(h) any other factor that is relevant to competition in a market that is or would be affected by the merger or proposed merger.

Exception

94 The Tribunal shall not make an order under section 92 in respect of

(a) a merger substantially completed before the coming into force of this section;

(b) a merger or proposed merger under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act in respect of which the Minister of Finance has certified to the Commissioner the names of the parties and that the merger is in the public interest — or that it would be in the public interest, taking into account any terms and conditions that may be imposed under those Acts;

(c) a merger or proposed merger approved under subsection 53.2(7) of the Canada Transportation Act and in respect of which the Minister of Transport has certified to the Commissioner the names of the parties; or

(d) a merger or proposed merger that constitutes an existing or proposed arrangement, as defined in section 53.7 of the Canada Transportation Act, that has been authorized by the Minister of Transport under subsection 53.73(8) of that Act and for which the authorization has not been revoked.

Appendix C: List of Bunge, G3, and Viterra primary and process elevators in Canada

List of Bunge, G3, and Viterra primary and process elevators in Canada

Company	Station	Province	Elevator type
Bunge Canada	Fort Sask	AB	Process
Bunge Canada	Altona	MB	Process
Bunge Canada	Harrowby	MB	Process
Bunge Canada	Hamilton	ON	Process
Bunge Canada	Dixon	SK	Primary
Bunge Canada	Nicklen Siding	SK	Primary
Bunge Canada	Nipawin	SK	Process
G3 Canada Limited	Carmangay	AB	Primary
G3 Canada Limited	Irricana	AB	Primary
G3 Canada Limited	Morinville	AB	Primary
G3 Canada Limited	Rycroft	AB	Primary
G3 Canada Limited	Stettler	AB	Primary
G3 Canada Limited	Vermilion	AB	Primary
G3 Canada Limited	Wetaskiwin	AB	Primary
G3 Canada Limited	Bloom	MB	Primary
G3 Canada Limited	Glenlea	MB	Primary
G3 Canada Limited	Saint-Denis	QC	Primary
G3 Canada Limited	Colonsay	SK	Primary
G3 Canada Limited	Kindersley	SK	Primary
G3 Canada Limited	Leader	SK	Primary
G3 Canada Limited	Maidstone	SK	Primary
G3 Canada Limited	Melfort	SK	Primary
G3 Canada Limited	Melville	SK	Primary
G3 Canada Limited	Pasqua	SK	Primary
G3 Canada Limited	Prairie West	SK	Primary
G3 Canada Limited	Saskatoon	SK	Primary
G3 Canada Limited	Swift Current	SK	Primary
Viterra Canada Inc.	Acheson	AB	Primary
Viterra Canada Inc.	Bow Island	AB	Primary
Viterra Canada Inc.	Camrose	AB	Primary
Viterra Canada Inc.	Cassils	AB	Primary
Viterra Canada Inc.	Crossfield	AB	Primary
Viterra Canada Inc.	Fort Macleod	AB	Primary
Viterra Canada Inc.	Grimshaw	AB	Primary
Viterra Canada Inc.	Indus	AB	Primary
Viterra Canada Inc.	Killam	AB	Primary
Viterra Canada Inc.	Lethbridge	AB	Primary
Viterra Canada Inc.	Redcoat	AB	Primary
Viterra Canada Inc.	Sexsmith	AB	Primary
Viterra Canada Inc.	Smoky River	AB	Primary
Viterra Canada Inc.	Star	AB	Primary
Viterra Canada Inc.	Stettler	AB	Primary
Viterra Canada Inc.	Taber	AB	Primary
Viterra Canada Inc.	Tempest	AB	Primary
Viterra Canada Inc.	Trochu	AB	Primary
Viterra Canada Inc.	Vegreville	AB	Primary
Viterra Canada Inc.	Vermilion	AB	Primary
Viterra Canada Inc.	Fort St John	BC	Primary
Viterra Canada Inc.	Agassiz	MB	Primary
Viterra Canada Inc.	Beausejour	MB	Primary
Viterra Canada Inc.	Binscarth	MB	Primary
Viterra Canada Inc.	Boissevain	MB	Primary
Viterra Canada Inc.	Brandon	MB	Primary
Viterra Canada Inc.	Carman	MB	Primary
Viterra Canada Inc.	Fannystelle	MB	Primary
Viterra Canada Inc.	Plum Coulee	MB	Primary
Viterra Canada Inc.	Roblin	MB	Primary
Viterra Canada Inc.	Rosser	MB	Primary
Viterra Canada Inc.	Souris East	MB	Primary
Viterra Canada Inc.	Ste Agathe	MB	Process
Viterra Canada Inc.	Ste Agathe	MB	Primary
Viterra Canada Inc.	Tucker	MB	Primary
Viterra Canada Inc.	Becancour	QC	Process
Viterra Canada Inc.	Balgonie	SK	Primary
Viterra Canada Inc.	Belle Plaine	SK	Primary
Viterra Canada Inc.	Biggar	SK	Primary
Viterra Canada Inc.	Booth Siding	SK	Primary
Viterra Canada Inc.	Brada	SK	Primary
Viterra Canada Inc.	Canora	SK	Primary
Viterra Canada Inc.	Carnduff	SK	Primary
Viterra Canada Inc.	Cupar	SK	Primary
Viterra Canada Inc.	Fairlight	SK	Primary
Viterra Canada Inc.	Foam Lake	SK	Primary
Viterra Canada Inc.	Grenfell	SK	Primary
Viterra Canada Inc.	Gull Lake	SK	Gull Lake
Viterra Canada Inc.	Humboldt	SK	Primary
Viterra Canada Inc.	Ituna	SK	Primary
Viterra Canada Inc.	Kamsack	SK	Primary
Viterra Canada Inc.	Kindersley	SK	Primary
Viterra Canada Inc.	Lloydminster	SK	Primary
Viterra Canada Inc.	Luseland	SK	Primary
Viterra Canada Inc.	Melfort	SK	Primary
Viterra Canada Inc.	Moose Jaw	SK	Primary
Viterra Canada Inc.	Moose Jaw	SK	Primary
Viterra Canada Inc.	NaicamFootnote 22	SK	Primary
Viterra Canada Inc.	Rosetown	SK	Primary
Viterra Canada Inc.	Saskatoon	SK	Primary
Viterra Canada Inc.	Strongfield	SK	Primary
Viterra Canada Inc.	Swift Current	SK	Primary
Viterra Canada Inc.	Tisdale	SK	Primary
Viterra Canada Inc.	Valparaiso	SK	Primary
Viterra Canada Inc.	Wadena	SK	Primary
Viterra Canada Inc.	Waldron	SK	Primary
Viterra Canada Inc.	Weyburn	SK	Primary
Viterra Canada Inc.	White Star	SK	Primary