Nobody in Canada has to sign anything for the Investment Canada Act to reach the deal.
Short answer
It can be, even with no Canadian signing party anywhere in the transaction. Section 14(1)(c)-(d) of the Investment Canada Act reaches an indirect acquisition of control — buying a foreign parent that itself controls a Canadian business — and which of two thresholds applies turns on whether the Canadian assets exceed 50% of the value of everything being acquired in the deal under s.14(2): if they do, the deal is tested under the ordinary limits in s.14(3); if they don't, a separate, higher $50 million threshold in s.14(4) applies instead, and a WTO-investor exemption in s.14.1(4) can remove indirect deals from review entirely.
Section 14(2) reads: “The circumstances referred to in paragraphs (1)(c) and (d) are that the value … of the assets of the entity carrying on the Canadian business, and of all other entities in Canada, the control of which is acquired … amounts to more than fifty per cent of the value … of the assets of all entities the control of which is acquired … in the transaction of which the acquisition of control of the Canadian business forms a part.” Above that 50% line, the deal is tested under the ordinary limits in s.14(3) or the higher-tier investor thresholds in ss.14.1/14.11.
Section 14(4) sets the alternative test: an investment “is reviewable under this Part where the value … of the assets of the entity carrying on the Canadian business, and of all other entities in Canada, the control of which is acquired, directly or indirectly, is fifty million dollars or more.” A European-to-European share sale with a Canadian subsidiary buried several layers down in the corporate chain still has to be measured against this figure.
Section 14.1(4) provides: “Despite paragraphs 14(1)(c) and (d), an investment described in either paragraph that is implemented after this subsection comes into force is not reviewable under section 14 if it is made by (a) a WTO investor; or (b) a non-Canadian, other than a WTO investor, if the Canadian business … is … controlled by a WTO investor.” For a WTO-investor buyer, this exemption can remove an indirect acquisition from ICA review entirely, regardless of how large the underlying Canadian subsidiary is.
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