Canada Maintains Competition Act Pre‑Merger Notification Threshold At C$93 Million For 2026

On March 2, 2026, the Competition Bureau announced that the transaction‑size threshold for pre‑merger notification under the Competition Act will remain at C$93 million in 2026, following a decision by the Minister of Industry.

Historically, the transaction‑size threshold has been adjusted annually to keep up with inflation. However, the Government has elected to continue the recent policy of leaving the transaction‑size threshold unchanged since 2021, despite recent inflationary pressures.

Overview of Canada's Pre‑Merger Notification Regime

Under the Competition Act, mergers of all sizes may be reviewed by the Competition Bureau to assess whether they are likely to prevent or lessen competition substantially. However, only transactions exceeding prescribed thresholds must be notified to the Competition Bureau pre-closing.

Pre‑merger notification is generally required where both the transaction‑size threshold and the party‑size threshold are met.

Transaction‑Size Threshold

The transaction‑size threshold is met where:

• the value of the assets in Canada of the target being acquired, or
• the gross revenues from sales in, from or into Canada generated from those assets exceeds C$93 million.

Party-Size Threshold

The party‑size threshold is satisfied where the combined:

• assets in Canada, or
• gross revenues from sales in, from or into Canada generated from those assets

of the parties to the transaction and their affiliates exceed C$400 million.

Share-Acquisition Thresholds

For a share acquisition, pre‑merger notification is required only if the transaction‑size and party‑size thresholds are met and the acquisition results in the acquiror crossing the following voting‑share thresholds:

• Publicly traded corporation: acquisition of more than 20% of the voting shares, or, if the acquiror already holds more than 20%, acquisition of more than 50% of the voting shares.
• Non-publicly traded corporation: acquisition of more than 35% of the voting shares, or, if the acquiror already holds more than 35%, acquisition of more than 50% of the voting shares.

These thresholds apply to voting shares, not economic interests.

Takeaway

Both the transaction‑size and party‑size thresholds must be met for a transaction to be subject to mandatory pre‑closing notification under the Competition Act. The decision to maintain the transaction‑size threshold at C$93 million for 2026 continues a multi‑year departure from inflation‑based adjustments. This departure will likely result in more transactions falling within the notification regime than would have been the case had the threshold continued to increase with inflation.