On February 7, 2012, the Canadian Competition Bureau announced that the pre-merger notification transaction-size threshold for 2012 will be C$77 million, an increase of C$4 million over the 2011 threshold of C$73 million. The change is expected to take effect on February 11, 2012.
In Canada, the Competition Bureau must generally be given advance notice of proposed transactions if both of the following thresholds are exceeded:
- Party Size: The parties, together with their affiliates, have assets in Canada or annual gross revenues from sales in, from (exports) or into (imports) Canada that exceed C$400 million; and
- Transaction Size: The aggregate value of the assets in Canada to be acquired or the annual gross revenues from sales in or from Canada generated by such assets, exceeds an amount that increases annually in relation to GDP (which will be C$77 million in 2012, once the announced increase takes effect).
Additional thresholds may apply depending on the nature of a transaction. For example, if both of the above thresholds are exceeded:
- the proposed acquisition of voting shares of a publicly traded corporation will be notifiable if, following completion of the transaction, the purchaser will own more than 20% of the voting shares (or more than 50% if the purchaser already owns more than 20%); and
- the proposed acquisition of voting shares of a privately held corporation will be notifiable if the purchaser will own more than 35% of the voting shares (or more than 50% if the purchaser already owns more than 35%).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
