Competition Act (Canada): Pre-Merger Notification – Pre-merger notification requirements apply to any merger that meets certain financial and voting interest thresholds, including in respect of an acquisition of a foreign corporation with assets in Canada. – Pre-merger notification is made to the federal Competition Bureau (Bureau), which is headed by the Commissioner of Competition (Commissioner).
FINANCIAL AND SHAREHOLDING THRESHOLDS – To be notifiable, the transaction must exceed both of the following thresholds:
> Size of target (or transaction): C$93 million for 2026 (adjusted periodically) in Canadian assets (book value) or annual gross revenues from sales generated from those assets in, from or into Canada. > Size of parties – all parties and their affiliates (in aggregate): C$400 million in Canadian assets or annual gross revenues from sales in, from or into Canada. – In addition to these financial thresholds, for an acquisition of voting shares of a corporation to be notifiable, the acquirer’s voting interest following the transaction must exceed 20% (public company) or 35% (private company) or, if that threshold is already exceeded prior to the transaction, the voting interest must exceed 50% as a result of the transaction. Similar thresholds apply to the acquisition of interests in certain non-corporate entities (e.g., a trust or a limited partnership). FILING INFORMATION – Each party to a notifiable transaction must file certain basic information, including a description of the transaction and information regarding the party’s top customers and suppliers, as well as any documents similar to those caught by item 4(c) of the Hart-Scott-Rodino Antitrust Improvements Act in the United States (e.g., board and executive level competition analyses of the transaction).
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Canadian Mergers & Acquisitions
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