The Competition Bureau (Canada) announced on February 7, 2012
that, effective February 11, the pre-merger notification
transaction-size threshold for 2012 will increase to Cdn$77 million
from the 2011 threshold of Cdn$73 million. The threshold is based
on the book value of assets in Canada of the target (or in the case
of assets, of the assets in Canada being acquired), or the gross
revenues from sales "in or from" Canada generated by
those assets, calculated in accordance with the Notifiable Transactions
Regulations under the Competition Act.
After February 11, 2012, the Competition Bureau must generally be
given advance notice of proposed transactions when the acquired
assets in Canada or revenues generated in or from Canada exceed $77
million, and when the combined Canadian assets or revenues
"in, from or into" Canada of the parties together with
their respective affiliates exceed $400 million.
Industry Canada has previously announced that the threshold for
advance review and Ministerial approval of direct foreign
acquisitions of control of Canadian businesses (those located in
Canada, regardless of the current nationality of control), by
investors who are themselves ultimately controlled by persons who
are citizens in WTO member countries, will be Cdn$330 million for
transactions closing on or after January 1, 2012, based on the book
value of assets of the Canadian business (wherever located), as of
the most recently completed fiscal year. Direct acquisitions of
control of Canadian businesses with cultural activities, and direct
acquisitions of control of non-cultural Canadian businesses where
neither sellers nor purchasers are non-Canadian WTO-investors, are
still subject to a review threshold of Cdn$5 million. Indirect
acquisitions of control of non-cultural Canadian businesses
(pursuant to the acquisition of control of their non-Canadian
parents) are not subject to review if either seller or purchaser is
a non-Canadian WTO-investor, regardless of the size of the assets
of the Canadian business.
Both the Competition Act and the Investment Canada
Act thresholds are indexed annually, to account for
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The Canadian Competition Bureau issued a template document for use as a form of Consent Agreement, to be filed with the Competition Tribunal to resolve concerns the Bureau may have with proposed mergers.
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