Two different sections, and a proposed transaction has to clear both of them before notification is required at all.
Short answer
A conjunctive test — you need both halves. The parties (with affiliates) must clear the party-size threshold in s.109 of the Competition Act, enacted at $400 million in Canadian assets or Canada-sourced gross revenues, and the transaction itself must separately clear a size-or-percentage threshold in s.110, measured differently for an asset deal, a share deal, an amalgamation, or a non-corporate combination. Clearing one test without the other means the transaction is not notifiable.
Section 109(1) sets the party-size floor: parties, “together with their affiliates … have assets in Canada that exceed four hundred million dollars in aggregate value … or … had gross revenues from sales in, from or into Canada … that exceed four hundred million dollars.” Section 110(1) then narrows which transactions are caught at all: “This Part applies only in respect of proposed transactions described in this section.” An asset deal is measured under s.110(2), a share deal under s.110(3), and each has its own dollar figure, enacted at $70,000,000 under s.110(7) and re-indexed annually under s.110(8) — check the current prescribed amount before relying on either the $400 million or $70 million figure.
Section 110(4) tests the size of the surviving, post-amalgamation entity. But s.110(4.1) adds a separate condition that is easy to miss on a first read: “This Part does not apply in respect of a proposed amalgamation of two or more entities … unless each of at least two of the amalgamating entities, together with its affiliates … has assets in Canada … that exceed in aggregate value the amount determined under subsection (7) or (8) … or (b) has gross revenues … that exceed in aggregate value the amount …” A continuing entity that looks obviously large enough is not notifiable if only one of the entities going into the amalgamation independently clears that bar.
Section 110(3)(b) requires that the acquirer, after closing, would own voting shares carrying “more than the following percentages of the votes …: (i) 20%, if any of the corporation's voting shares are publicly traded, (ii) 35%, if none … are publicly traded, or (iii) 50%, if the person or persons already own more than the percentage set out … before the proposed acquisition.” Clearing the dollar test alone does not trigger notification on a share deal — the acquirer also has to be crossing one of those three percentage lines.
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