Originally published in Blakes Bulletin on Competition,
Antitrust & Foreign Investment, February 2011
In general, the Competition Bureau (the Bureau) must be notified
in advance of proposed mergers and acquisitions when the assets or
revenues of the target firm in Canada exceed C$70-million and when
the combined assets or revenues of the parties and their respective
affiliates in Canada exceed C$400-million.
In a series of 2009 amendments to the merger review process
under the Competition Act (the Act), Parliament not only
increased the transaction-size threshold from C$50-million to
C$70-million, but it also provided for an indexing formula to
adjust the threshold to reflect annual changes to Canada's
gross domestic product (GDP). The C$400-million party-size
threshold will not change until the Act is otherwise amended.
Parliament now authorizes the Minister of Industry (the
Minister) to revise the transaction-size threshold every January
and post the revised threshold amount in the Canada
Gazette (available online), unless an amount is otherwise
prescribed by regulation. The Minister announced the increase on
February 1, 2011 and is expected to post the revised amount in the
Gazette on February 12, 2011.
In January 2010, however, the Minister exercised his discretion
not to revise the transaction-size threshold due to the decline in
Canada's year-over-year GDP from 2008 to 2009, which would have
resulted in a reduction in the threshold. The revisions to the
threshold are not retroactive and come into effect when the
decision is posted in the Gazette.
The February 1, 2011 announcement by the Minister reflects an
increase to the transaction-size threshold to C$73-million to
correspond to the increase in GDP last year.
Therefore, parties to a proposed asset or share acquisition will
be required to notify the Bureau if the target's assets in
Canada or gross revenues from sales in or from Canada exceed
C$73-million. For combinations of assets, the threshold is met when
the assets in Canada transferred to the combination or the gross
revenues from sales in or from Canada of those assets exceed
C$73-million. For amalgamations, the parties will be required to
file a Notification with the Bureau if each of at least two of the
amalgamating corporations has assets in Canada or gross revenues
from sales in or from Canada that exceed the threshold.
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.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
A recent US court ruling that Microsoft did not have to produce emails hosted on a server outside the US has raised many questions about the scope of the ruling and whether it will impact antitrust investigations.
The ISED Minister recently launched consultations on developing an innovation agenda for Canada. In so doing, he noted that innovation is a Canadian value, and that Canadians are a nation of innovators.
On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.
On April 26, 2016, the Competition Bureau (Bureau) filed a Notice of Application (Application) against Moose International Inc. (Moose Knuckles), for alleged false or misleading "Made in Canada" claims...
The Government of Canada has announced the annual adjusted monetary thresholds for review of acquisitions involving Canadian businesses under the Competition Act and the Investment Canada Act for 2016.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).