The Competition Bureau (Bureau) announced on January 8, 2013,
that the pre-merger notification transaction-size threshold for
2013 will increase to $80 million from the 2012 threshold of
$77 million. As per the indexing mechanism set out in the
Competition Act (Act), the pre-merger notification
threshold is reviewed annually. The 2013 threshold will come into
effect following publication in the Canada Gazette, which the
Bureau anticipates will occur on January 12, 2013.
The threshold is based on the book value of the target's
assests in Canada (or in the case of an asset purchase, 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 Act. Once the 2013 threshold is in effect, the Bureau
will generally have been given advance notice of proposed
transactions when the acquired assets in Canada or revenues
generated in or from Canada from such assets exceed $80 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. This amount has not been reviewed and
remains the same as in 2012.
Investment Canada Act
Industry Canada announced on January 5, 2013, that the review
threshold for the direct acquisition of non-cultural businesses by
WTO investors is likely to increase to CAD$344 million from the
2012 threshold of CAD$330 million. The official amount will be
published in the Canada Gazette in the very near future. The lower
threshold of CAD$5 million will continue to apply to transactions
that relate to cultural businesses or where none of the parties are
from a country that is a WTO member.
The threshold applies to the gross book value of the
target's assets. The Investment Canada Act (ICA) requires that
any non-Canadian that acquires control of a Canadian business
(whether or not that business is controlled by Canadians prior to
the acquisition) must obtain approval if the threshold is exceeded.
For transactions below the threshold, a simple notification must be
filed within 30 days after closing. Any transaction (whether above
or below the threshold) can also be reviewed by the Canadian
government where there is a national security concern. Pursuant to
the ICA, a non Canadian includes any entity that is not controlled
The Commissioner of Competition addressed innovation, enforcement and policy initiatives at the Competition Bureau in his keynote speech, "Strengthening Competition: Innovation, Collaboration and Transparency."
Used car listing website operator CarGurus Inc.'s attempt to force rival Trader Corporation to supply it with vehicle listing data has encountered a dead end as the Competition Tribunal denied it leave to commence a private application under several provisions of the Competition Act.
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