Pre-merger notification is the mandatory filing with the Competition Bureau that a sufficiently large Canadian merger must make, and clear, before the transaction can close.
Notification turns on two separate size tests, both of which have to be met. Under Competition Act s.109(1), the parties, “together with their affiliates,” must have assets in Canada or gross revenues from sales in, from or into Canada exceeding “four hundred million dollars.” Section 110 then sets a separate transaction-size test — “$70,000,000” in the year the amount was enacted, adjusted every year after against nominal GDP and published in the Canada Gazette — plus share-acquisition thresholds of “20%” of voting shares if publicly traded, “35%” if not, or “50%” where the acquirer already exceeds those levels. The Competition Bureau’s own overview confirms notifiability “depends on if certain financial thresholds related to the size of the parties and the transaction are met,” without stating a dollar figure — for the current-year amount, the Gazette is the source, not a secondary summary.
Once filed, s.123 imposes a waiting period: the parties cannot complete the transaction until “30 days” after the Commissioner receives the required information, or a further “30 days” from compliance with any supplementary information request — a second clock that runs from compliance, not from the request itself. One point worth flagging for anyone researching this area: the Act’s former efficiencies defence at s.96 is repealed — the section now reads only “[Repealed, 2023, c. 31, s. 10]” — and should not be described as available in a current merger review.
Suppose two Canadian companies, each with assets or revenue well above $400,000,000 on its own, agree that Company A will acquire 40% of Company B’s voting shares, none of which are publicly traded. Because 40% exceeds the 35% threshold that applies to non-publicly-traded shares, and both parties clear the $400,000,000 party-size test, the deal is notifiable. Absent a supplementary information request, the parties cannot complete the transaction until 30 days after the Commissioner receives their filing.
See also: Net benefit review, Non-solicitation covenant
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