Competition Act and Investment Canada Act: New merger review thresholds in effect

March 2, 2021 | Eric Dufour, Reema Mahbubani


  • The 2021 merger review thresholds under the Competition Act (“CA”) and the Investment Canada Act (“ICA”) (collectively, the “Thresholds”) are now in full effect until the next annual adjustment.
  • The Thresholds assist in determining whether a proposed transaction triggers:
    • a pre-merger notification obligation under the CA; and
    • an obligation to file an application for review under the ICA.
  • This year marks the first time that the Thresholds have decreased, indicating the profound impact of the COVID-19 pandemic on the Canadian economy.
  • Note, if a transaction is expected to close after February 13, 2021, we suggest revisiting the CA and ICA analysis to ensure continued compliance in light of the revised Thresholds.

Competition Act

  • To determine whether a transaction triggers a pre-merger notification obligation under the CA, two financial thresholds, namely, the transaction-size threshold and the parties-size threshold, must be satisfied.
  • The transaction-size threshold has decreased from CAD$96 million to CAD$93 million. The parties-size threshold remains unchanged.
  • The current fee for filing a pre-merger notification is CAD$75,055.68 and is expected to be adjusted on April 1, 2022.

Investment Canada Act

  • Transactions by non-Canadian investors to acquire direct control of a Canadian business may require “net benefit” clearance under the ICA prior to completing the transaction.  To determine if clearance is required, one of the thresholds for review must be satisfied.
  • The thresholds for WTO investors, trade agreement investors, and state-owned or influenced investors have decreased:
    • WTO investor
      • 2020 threshold: CAD$1.075 billion
      • 2021 threshold: CAD$1.043 billion
    • Trade agreement investor
      • 2020 threshold: CAD$1.613 billion
      • 2021 threshold: CAD$1.565 billion
    • SOE
      • 2020 threshold: CAD$428 million
      • 2021 threshold: CAD$415 million
  • The thresholds for cultural businesses remain unchanged.
  • Note, even if the thresholds for review are not exceeded, a transaction can be reviewed on national security grounds.

Should you have any questions or require further information, please do not hesitate to contact the authors of this article.

This Miller Thomson publication provides a general overview of the subject matter and is to be used for educational and/or non-commercial purposes only.  This publication is current as of the date of publication, but with the passage of time and new legal developments, the information provided above may no longer be relevant.  Any information, insights or guidance provided in this publication does not constitute legal advice.  If you require legal advice, please contact a member of the Miller Thomson team.