{"text_format":"2","workbook":"xlsx","n_sheets":2,"sheets":["Coversheet","Lex Mundi Global Merger Notific"],"not_rendered":{"charts":0,"images":1,"macros":0,"external_links":0,"defined_names":0,"comments":0,"pivot_tables":0},"unopened":[],"bounds":{"document_bytes":16777216,"sheet_cells":100000,"run_cost":"one","rows_first":2000,"rows_last":500,"rows_between":2000,"halvings":0,"cell_chars":16384,"cell_head_chars":4096},"cells_cut":0,"cells_raw":0,"read":"whole","date_system":"1900"}

{"sheet":"Coversheet","index":0,"n_rows":12,"n_cols":3,"rows_kept":12,"cut":false,"hidden":false,"merged":[]}
[]
[]
[null,"Prepared By:","Contributors:"]
[null,"Blake, Cassels & Graydon LLP"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 5/1/2025"]
[]
["View your report results on next tab"]

{"sheet":"Lex Mundi Global Merger Notific","index":1,"n_rows":25,"n_cols":2,"rows_kept":25,"cut":false,"hidden":false,"merged":[]}
["Question","Canada (Federal Law)"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","No, there is no supranational regulatory agency.\n"]
["Identify the applicable national regulatory agency/agencies.","Appointed by the Governor in Council (a member of the federal cabinet) on the advice and recommendation of the Minister of Innovation, Science and Economic Development, the Commissioner of Competition (the “\nCommissioner”) is an independent law enforcement official who is responsible for the administration and enforcement of the\n Competition Act. The \nCommissioner heads the Competition Bureau (the “\nBureau”), which is an independent branch of the federal Department of Innovation, Science and Economic Development.\nThe \nBureau can be contacted at the following address:\n\n\n        Competition Bureau \n\n\n        50 Victoria Street \n\n\n        Gatineau, Quebec  K1A 0C9\n\n\n        Canada \nThe \nBureau’s website is \nwww.competitionbureau.gc.ca. \nOther agencies with industry-specific jurisdiction (e.g., the Canadian Radio-television and Telecommunications Commission) are also responsible for reviewing mergers when required under industry-specific legislation.\n\n\n \n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No, there is no supranational regulatory agency. \n"]
["Are there merger filing requirements? If so, where are they set out?","Yes. The pre-merger filing requirements are set out in \nPart IX of the \nCompetition Act, the Notifiable Transactions Regulations and applicable \nBureau guidance documents, which are available on the \nBureau’s website.\n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," The substantive provisions of the Competition Ac t (the \" Act \") under Part VIII are applicable to all \"mergers\". Section 91 of the Act defines a \"merger\" as \"…the acquisition or establishment, direct or indirect, by one or more persons, whether by purchase or lease of shares or assets, by amalgamation or by combination or otherwise, of control over or significant interest in the whole or a part of a business of a competitor, supplier, buyer or other person.\" \n This definition covers any manner in which control over, or a significant interest in, the whole or a part of a business of another person is acquired or established and can include mergers between suppliers of competing products (horizontal mergers) as well as mergers between firms that do not compete (non-horizontal mergers). \n The pre-merger notification provisions of the Act under Part IX are applicable to the following types of transactions where the relevant thresholds have been exceeded: \n \n acquisition of assets ( subsection 110(2) of the Act )  \n acquisition of voting shares ( subsection 110(3) of the Act ) \n amalgamation ( subsection 110(4) of the Act ) \n creation of a combination ( subsection 110(5) of the Act ) \n acquisition of an interest in a combination ( subsection 110(6) of the Act ) \n \n Sections 111, 112 and 113 of the Act also set out the statutory exemptions to Part IX. Among these exemptions are transactions involving affiliates. Section 15 of the Notifiable Transactions Regulations also contains an exemption for asset securitization transactions. "]
["Is notification required for minority investments?","Certain minority investments fall within the scope of the merger notification obligation. An acquisition of more than 20 percent of the voting shares of a public corporation or more than 35 percent of the voting shares of a private corporation or more than a 35 percent interest in a non-corporate entity will be notifiable if it exceeds the relevant \"size of transaction\" and \"size of parties\" thresholds set out below.\n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Foreign-to-foreign transactions are subject to the same thresholds as domestic transactions (see below) and will be subject to pre-merger notification if they exceed the financial thresholds set out above.\n"]
["What are the relevant thresholds for notification?","A transaction is notifiable where it exceeds both the relevant “size of transaction” threshold and the “size of parties” threshold.  The applicable “size of transaction” thresholds are as follows for each type of transaction covered by the \nAct: \nIn the case of an acquisition of the equity of a corporation or non-corporate entity: \nSize of Transaction Threshold:  the aggregate value of the assets in Canada, or the aggregate annual gross revenue from sales in or from Canada generated from Canadian assets, of the target operating business and its subsidiaries, must be greater than CAD $93 million (amount indexed and updated yearly); and \nSize of Equity Threshold:  the purchaser must be acquiring more than 20 percent of the voting shares of a public corporation or more than 35 percent of the voting shares of a private corporation or more than a 35 percent interest in a non-corporate entity (i.e., a right to receive more than 35 percent of the profits or assets on dissolution), or, where the purchaser owns more than 20 percent or 35 percent (as applicable), but less than 50 percent of the voting shares of a corporation, the purchaser must be acquiring more than 50 percent of the voting shares of a public or private corporation. \nIn the case of an acquisition of assets from an operating business: \nSize of Transaction Threshold:  the aggregate value of the assets in Canada to be acquired, or the aggregate annual gross revenue from sales in or from Canada generated from those assets, must be greater than CAD $93 million (amount indexed and updated yearly). \nIn the case of an amalgamation of two or more corporations where at least one carries on an operating business in Canada: \nSize of Transaction Threshold:  the aggregate value of the assets in Canada that will be owned by the continuing corporation and any corporations that it controls, or the aggregate annual gross revenue from sales in or from Canada generated from those assets, must be greater than CAD $96 million (amount indexed and updated yearly); and Each of at least two of the corporations to the transaction, along with their affiliates, must have assets in Canada that exceed an aggregate value of, or aggregate gross revenues from sales in, from, or into Canada that exceed CAD $93 million (amount indexed and updated yearly).\nIn the case of a combination of two or more persons to carry on business otherwise than through a corporation (please note that certain types of joint ventures may be subject to an exemption from filing): \nSize of Transaction Threshold:  the aggregate value of the assets in Canada that are the subject matter of the combination, or the aggregate annual gross revenue from sales in or from Canada generated from those assets, must be greater than CAD $93 million (amount indexed and updated yearly). The “size of parties” threshold applies to all types of transactions caught by the merger control provisions of the \nAct. The parties to the transaction, together with their respective affiliates, must have aggregate assets in Canada, or aggregate annual gross revenues from sales in, from, or into Canada, in excess of CAD $400 million.\n"]
["Is the filing voluntary or mandatory?","If the above-noted thresholds are met, a complete filing must be made by each of the parties to the transaction prior to closing (unless an advance ruling certificate or “\nARC”, has been granted or the Commissioner has waived the obligation to file a notification).  \n"]
["Provide the time in which a filing must be made.","The filing must be made prior to closing if the transaction is subject to \nPart IX of the \nAct. The parties are prohibited from completing their transaction within an initial 30 calendar day waiting period (which may be extended by the Commissioner) unless the Commissioner issues an \nARC or completes his or her review and waives the remainder of the waiting period.\n"]
["Is there an automatic waiting period? If so, please specify.","If a merger is subject to mandatory pre-merger notification under \nPart IX of the \nAct, the statutory waiting period is 30 calendar days after the day in which both parties have filed their respective notification, unless, before the expiration of that period, the Commissioner issues a Supplementary Information Request (a “\nSIR”). Where a \nSIR is issued, the parties cannot close until 30 calendar days after the day on which they have complied with the \nSIR. The Commissioner can terminate the statutory waiting period at any time when he or she has decided not to challenge the merger.\n"]
["What are the form and content of the initial filing?","The filing includes information relating to the nature of the businesses carried on by the parties and their affiliates, principal suppliers and customers of the parties and their affiliates and general financial information. It also includes a copy of all transaction documents used to implement the transaction along with documents prepared by or for a director or officer that considers, among other things, the implication of the transaction on competition (similar to the so-called “4c” documents provided in the U.S. under the \nHart-Scott-Rodino Antitrust Improvements Act of 1976).\nIt is also common practice for the parties to submit a briefing paper, known as an “\nARC Request”, which sets out why the Commissioner would not have sufficient grounds to apply to the Competition Tribunal to challenge the transaction. The \nARC Request is typically either submitted concurrently with or in advance of the formal notification filing.\n\n\n \n"]
["Are filing fees required?","A filing fee of CAD $82,719.12 applies to all pre-merger notifications and \nARC Requests. One filing fee is payable per transaction (whether either or both an \nARC Request and/or pre-merger notification filings are made). In recent years, this fee has been adjusted annually. \n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?"," The Commissioner can apply to the Competition Tribunal for a remedial order up to one year following the completion of a merger. The B ureau also has adopted non-binding service standards to indicate the expected time for the completion of its substantive review of a merger, which will depend on the merger’s complexity: \n \n \"Non-complex\" – review will be completed in 14 calendar days or less; and \n \"Complex\" – review will be completed in 45 calendar days or less, except where a SIR is issued, in which case the review will be completed in 30 calendar days or less following compliance with the SIR . \n \n A variety of factors are relevant to this classification, including the nature and extent of the actual and potential overlap between the parties’ businesses (both in terms of products and geography) and their combined market shares in such businesses. The Federal Court of Appeal has confirmed that this classification has no force of law, although the Bureau generally still issues such classification letters in its review process. "]
["What is the substantive test for clearance?","The substantive test to challenge a merger is whether it is likely to prevent or lessen competition substantially. There is an express efficiency defense to anticompetitive mergers, which applies to cases where the efficiencies from the merger are likely to be greater than and offset any effects of the prevention or lessening of competition, and would not likely be achieved if an order were made by the Competition Tribunal.  \n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","The Commissioner may issue an Advance Ruling Certificate (“\nARC”) in respect of a transaction, which provides a substantive “approval” of the transaction by confirming that the Commissioner is satisfied that he would not have sufficient grounds to challenge the transaction under \nSection 92 of the\n Competition Act.  Where an \nARC has been issued, the Commissioner may not challenge the transaction so long as it is completed within one year after the \nARC was issued, and does not materially change.  \n\n\nThe Commissioner may also issue a “no-action letter”, or a letter stating that the Commissioner has decided not to challenge the transaction at this time. While a “no-action letter”, unlike an \nARC, technically preserves the Commissioner’s right to challenge a transaction within a year of closing, we are not aware of any case in which the Commissioner has issued a no-action letter in respect of a transaction and subsequently challenged that transaction. \n\n\nAs described previously under the question \"Is there an automatic waiting period?\", parties are legally in a position to complete a transaction once the relevant waiting periods have expired, notwithstanding whether the Commissioner has completed his/her review (though in many cases the parties contract to require an \nARC or no-action letter as a condition to closing). The Commissioner has no power to impose a remedy on merging parties; rather, where the Commissioner believes a transaction will substantially prevent or lessen competition in Canada, he can apply to the Competition Tribunal for an order under \nSection 92 of the \nAct or can negotiate with the parties to resolve competition concerns via consent agreement.  \n\n\nOn application under \nSection 92, the Commissioner may only seek certain enumerated remedies: for a transaction that has not closed, a prohibition order directing that the merger or part of the merger not proceed, or otherwise prohibit certain actions by the parties; for a transaction that has closed, an order directing the dissolution of the merger or disposition of assets or shares. On consent, the Commissioner and the parties can negotiate a wider range of remedies, including divestitures, behavioral commitments, or quasi-structural remedies. Consent agreements must be registered with the Competition Tribunal, and have the same force and effect as a Tribunal order.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","Parties may proactively offer commitments to the agency to remedy identified competition concerns. However, the \nBureau’s practice is to investigate transactions even in the case that a remedy is offered proactively, to confirm that the remedy will be effective (i.e., it will eliminate the substantial prevention or lessening of competition that would result from the merger), enforceable, and capable of timely implementation. Where the Commissioner determines that the pro-actively proposed remedy will not meet these criteria, he may challenge the transaction or negotiate a different remedy with the parties, as described previously.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","If the \nBureau is of the view that a notification is incorrect/incomplete, the \nBureau will ask the party that submitted the notification to make appropriate changes. The statutory waiting period will begin to run only once the Commissioner has received the required information, including a certificate/affidavit indicating that the party or its duly authorized representative, after having examined the information being supplied, certifies under oath that the information is, to the best of his/her knowledge and belief, correct and complete in all material respects.\nIn the event that a merger otherwise subject to \nPart IX of the\n Act is completed without the parties having to comply with \nPart IX (e.g., by not filing notifications or being relieved from doing so), \nSubsection 65(2) of the \nAct could apply. Under that provision, every person who, without good and sufficient cause, the proof of which lies on that person, completes a notifiable transaction without complying with the filing obligation is liable on conviction to a maximum fine of CAD $50,000.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","A transaction may not proceed unless the statutory waiting periods have expired or have been terminated by the Commissioner. If the parties complete their transaction before the end of the waiting period, without good and sufficient cause, the proof of which lies on that person, the court may prohibit the parties from doing anything directed toward implementing the proposed transaction, dissolve a completed transaction, dispose of assets or shares, order the payment of an administrative monetary penalty not exceeding CAD $10,000 per day or grant any other relief that the court considers appropriate. The Commissioner also may seek interim injunction relief to prohibit the parties from taking further steps to implement a merger.\n"]
["Can the agency review and/or challenge mergers that are not notifiable?","Yes. The Commissioner may investigate and challenge any merger within one year of closing where he or she determines the transaction will cause a substantial lessening or prevention of competition (and in recent years, has both investigated and challenged non-notifiable mergers). The \nBureau has announced its intention to intensify its efforts to identify anticompetitive mergers that fall below the notification thresholds. In July 2019, the \nBureau challenged a merger between two providers of software used by oil and gas producers, which was not notified under \nPart IX.  \n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","Mergers may be challenged only by the Commissioner, who can apply to the Competition Tribunal to delay or block closing and to unwind or seek other remedies for completed mergers for up to one year after their completion. If the transaction is likely to give rise to a substantial prevention or lessening of competition in a market, then the Commissioner may apply, under \nPart VIII of the \nAct, for a remedial order to be issued by the Competition Tribunal. The Competition Tribunal may exercise a number of powers available to it under the\n Act, including the power to prohibit or dissolve the merger or order divestiture of assets or shares.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","Overall, Canada’s federal government is reviewing its competition policy and is considering significant amendments to the \nAct. These amendments may include significant changes to the merger review process, including longer limitation periods, lower \"size of parties” thresholds, and lowering the standard for Bureau intervention.\nIn recent years, the \nBureau has placed a particular emphasis on the digital economy and is closely monitoring mergers in the technology sector. The\n Bureau’s 2018 publication on Big Data provides some indication of the competitive features that it considers relevant to a review of a merger between technology companies. For example, the publication indicates that data privacy and security policies may be a relevant consideration, despite that privacy has not historically been an area of focus for the Bureau. \nAs mentioned, the \nBureau has also indicated that it is monitoring non-notifiable transactions with increased intensity and will be stepping up enforcement efforts against transactions it views as anticompetitive. Acquisitions of technology firms that may not trigger the \nCompetition Act’s notification thresholds may be of particular interest to the \nBureau in this regard.\nIn addition, the \nBureau is increasingly coordinating with competition regulators in foreign jurisdictions in monitoring and reviewing transactions. Increased cooperation and collaboration could lead to an increase in enforcement activity both in Canada and abroad. Notably, the \nBureau does not seek a waiver before sharing information with other competition authorities and it can be expected that the agency will increasingly choose to engage in such information sharing.\nFinally, the \nBureau continues to release new and revised guidance documents applicable to mergers. In 2011, the \nBureau released its updated \nMerger Enforcement Guidelines, and in 2022 it released its updated \nMerger Review Process Guidelines. Since then, the \nBureau has released additional \nInterpretation Guidelines pertaining to pre-merger notification filing requirements.\n"]
["Other important/notable information:","In light of the highly technical and evolving nature of the pre-merger notification regime in Canada, it is important that parties to a domestic or cross-border transaction with effects in, or implications for, Canada consult experienced antitrust counsel when assessing the application of the \nAct to their proposed transaction.  \n"]