2018 pre-merger notification transaction-size threshold
February 9, 2018 – OTTAWA, ON – Competition Bureau
The Competition Bureau announced today that the 2018 pre-merger notification threshold relating to transaction size will increase to $92 million from the 2017 threshold of $88 million.
Once the 2018 threshold is in effect, the Competition Bureau must generally be given advance notice of proposed transactions when the target’s assets in Canada or revenues from sales in or from Canada generated from those assets exceed $92 million, and when the combined Canadian assets or revenues of the parties and their respective affiliates in, from or into Canada exceed $400 million.
Under the Competition Act mergers of all sizes and in all sectors of the economy are subject to review by the Commissioner of Competition. The Act requires that companies notify the Commissioner if proposed mergers, acquisitions and other proposed business transactions meet certain thresholds. The Commissioner reviews these notifiable transactions to determine if they are likely to prevent or lessen competition substantially. The threshold is reviewed annually.
As of April 1, 2018, for each pre-merger notification filing and/or request for an advance ruling certificate (ARC) received by the Bureau, an invoice for the required filing fee will be issued. In the case of an ARC request, the person making the request will be invoiced; in the case of a notification, the notifying parties will be invoiced. Where the parties have made other arrangements, the name(s) of the person(s) paying and the corresponding amount(s) to be paid should be communicated to the Bureau at the time the request or filing is made. However, while the parties are free to make their own arrangement as to payment, when only an ARC request is submitted, the requesting party is liable for the fee; and when pre-merger notifications are filed (even with an ARC request), the Bureau considers all notifying parties to be jointly and severally liable for the fee. Any late payments will be treated in accordance with the Treasury Board Secretariat Guideline on Interest and Administrative Charges. When an account is overdue or a payment is late, departmental officials will charge interest compounded monthly at the average bank rate plus three per cent (3%) from the due date to the day before the date that payment is received.
The 2018 threshold will come into effect immediately following publication in the Canada Gazette Part 1, which we anticipate will occur on February 10, 2018.
As per the indexing mechanism set out in the Competition Act, the pre-merger notification transaction-size threshold is reviewed annually.
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