Under the Competition Act - Canada's antitrust law - there is a two-part test for determining whether a pre-merger notification is necessary. The test is based on the size of the parties and the size of the transaction.
Under the size of the parties test, the parties, together with their affiliates, must have aggregate assets in Canada or annual gross revenues from sales in, from or into Canada, in excess of C$400 million.
Under the size of transaction test, the value of the assets in Canada or the annual gross revenue from sales (generated from those assets) in or from Canada of the target operating business and, if applicable, its subsidiaries, will need to be greater than C$77 million (or in the case of an amalgamation, each party will need to have revenues or assets as above of at least C$77 million) in order to trigger the notification obligation. The size of transaction threshold can be adjusted annually for inflation; the new threshold was announced on February 7 2012 and took effect on February 11 2012. The 2011 threshold was C$73 million.
Both the party size and transaction size thresholds must be exceeded to trigger a pre-merger notification obligation.
For further information on this topic please contact Kevin Ackhurst at Norton Rose Canada LLP by telephone (+1 416 216 4000), fax (+1 416 216 3930) or email ([email protected]).