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Overview of the merger review process

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Under the Competition Act, the Commissioner of Competition may review any merger or acquisition, regardless of size, to protect and promote competition.

Although the majority of transactions do not raise competition concerns some may harm competition through higher prices, reduced output, reduced quality of goods or services, or less innovation.

Notifiable transactions

In certain cases, the Competition Act requires the parties to a proposed merger to notify the Bureau prior to closing the transaction so that we can conduct a review. This is known as a notifiable transaction.

When a transaction is “notifiable,” parties to the merger must notify us and provide certain information. They must also wait a specified period of time before they can close their transaction.

Whether a proposed transaction is notifiable depends on if certain financial thresholds related to the size of the parties and the transaction are met. These thresholds and other criteria, including certain exceptions to notification, are set out in the Competition Act.

If you are a party to a merger that may require advance notification, you are encouraged to seek legal advice.

Non-notifiable transactions

Mergers that are not subject to mandatory pre-merger notification, may also raise competition concerns and may be investigated by us. In those cases, we encourage the merging parties to voluntarily contact us before closing their transaction, preferably at an early stage. When a transaction has already closed, we may investigate it for up to one year after closing.

Contact the Merger Intelligence and Notification Unit:

For more in-depth information on merger reviews, consult the documents listed under Further Reading at the bottom of this page.

Stages in a notifiable merger review

1. Submission of a pre-merger notification and waiting periods

Note that section 113.1 of the Competition Act provides that when one or more transactions are proposed or designed to avoid notification, sections 114 through 123.1 of the Competition Act apply, making these transactions also subject to notification.

The parties to a notifiable merger must notify us and submit certain information to the Bureau. The information to be provided is listed in section 16 of the Notifiable Transactions Regulations. In the event such information is received after 5:00 p.m. Eastern Time on a business day, or at any time on a holiday, it is deemed received on the next business day.

When we receive a complete notification that includes all required information, the parties also become subject to an initial 30-day waiting period. During this initial waiting period the parties are prohibited from completing the merger, unless they receive a waiver from us to proceed.

If during this initial 30-day waiting period we determine that additional information is required from the merging parties to conduct our review, we have the authority to ask merging parties for that information. This is known as a Supplementary Information Request (SIR). Where we issue a SIR, the parties may not close their transaction prior to the expiry of a subsequent waiting period. This subsequent 30-day waiting period begins once we have received the merging parties’ certified complete responses to the SIR.

Merging parties may also choose to submit a request for an Advance Ruling Certificate (ARC), in lieu of or in addition to submitting a pre-merger notification. Where parties choose to submit an ARC request in lieu of a notification, parties may not close their transaction without also receiving a waiver from us. The Commissioner may issue an ARC where they are satisfied that the proposed transaction would not be likely to result in a substantial lessening or prevention of competition.

2. The review

For the small number of cases that do raise competition concerns, the focus of the Bureau's review is to confirm whether a proposed transaction is likely to result in a substantial prevention or lessening of competition in any relevant market in Canada.

To do so we consider many different elements, such as:

Note:

Our review does not take into account any impact that the merger may have on jobs or employment.

As part of the review, we consult with a wide range of industry participants, such as suppliers, competitors, industry associations, customers, buying groups, and industry experts.

We also use all of the tools available to us to complete a thorough review of the facts regarding a proposed transaction. This includes investigative steps requiring merging parties to produce documents and data — such as through SIRs or a court order.

3. Our decision and possible actions

If the Bureau determines that a proposed transaction is not likely to result in a substantial lessening or prevention of competition, we may issue either:

Note:

The Bureau has up to one year following the completion of a transaction to challenge it before the Competition Tribunal.

If we do have concerns about a merger, we may take either (or both) of the following actions:

Importance of full disclosure and early consultation

We strongly encourage all parties to consult with us before (or as soon as possible after) submitting a notification or when requesting an Advance Ruling Certificate.

Early consultation enables us to complete our review in a timely manner and minimizes requests for additional information. It also enables us to provide more definitive guidance. Parties are encouraged to disclose all relevant facts, including the names of all parties involved in the merger, transaction details, and any other relevant information.

All submissions to the Bureau are kept confidential.

Communication of confidential information

Section 29 of the Competition Act protects information obtained by or provided to the Bureau, including the identities of those who provided the information and any information that could reveal their identities.

The Bureau is committed to treating confidential information responsibly and in accordance with the law. Maintaining confidentiality is fundamental to the Bureau’s ability to pursue its responsibilities under the Act and to maintain its integrity as a law enforcement agency.

Get help

The Bureau’s Merger Intelligence and Notification Unit processes all merger notifications and provides guidance to parties on filing, timing, and information requirements.

Contact us:

Email: ic.avisdefusionmergernotification.ic@cb-bc.gc.ca
Telephone: 819-953-8652
Fax: 819 994 0998

Mailing address:
Competition Bureau
Place du Portage I
50 Victoria Street, 19th Floor
Gatineau, Quebec  K1A 0C9

Concerns or questions about a merger

Contact us if you have any comments or concerns regarding a particular merger or if you have any questions about the merger review process.

Note:

We do not comment on mergers that are currently under review. The results of concluded merger reviews are posted monthly, on or after the 10th calendar day of the month.

Further reading

The following table lists a variety of reference documents. These documents describe the process and include guidelines and forms as well as information about fees and service standards.

Reference documents
Review Stage Reference Document Topics Included
Pre-merger notification Procedures Guide for Notifiable Transactions and Advance Ruling Certificates
  • How to determine if a proposed transaction is “notifiable” (4 steps)
  • When to notify
  • The information you need to provide when notifying
  • How to submit a notification
  • Waiting periods (what they are, length and purpose)
  • Notifying when some information is not available or cannot be supplied
  • Requirements for unsolicited or hostile takeovers
  • What happens if you fail to notify
Merger Reviews: Fees and Service Standards Policy
  • Fees for merger notifications and requests for Advance Ruling Certificate and written opinions
  • Service standards (maximum number of calendar days within which we will endeavour to advise parties of our position in respect of a proposed transaction or written opinion, assuming cooperation from the parties)
Merger Reviews: Fees and Service Standards Handbook
  • How we implement the Fees and Service Standards Policy
  • Determining the relevant service standard based on whether a transaction is complex or non-complex
  • What information is required to start a service standard
  • Why and how we contact other market participants
Pre-Merger Notification Interpretation Guidelines
  • Competition Act:
  • (s. 108) Definition of “operating business”
  • (s. 103) Transactions that have already been completed or substantially completed
  • (s. 111[d]) Creditor acquisitions
  • (s. 110[3])Acquisitions of non-voting shares and convertible securities
  • (s. 110[4] and 110[4.1]) Business amalgamations
  • (s. 111) Exemption for acquisitions that will not result in the purchaser holding all or substantially all of the assets
  • (s. 112) Exemption for business combinations that are joint ventures
  • (s. 114) Number of notices required for separate versus continuous transactions
  • (s. 111([a]) When the definition of “goods” includes certain intangible assets such as loans, mortgages and receivables
  • Notifiable Transactions Regulations:
  • (s. 14) Calculating the aggregate value of assets or gross revenues when a transaction or event has occurred after the close of the fiscal period for which audited financial statements are available
  • (s. 16) Satisfying the information requirements and ensuring a complete notification submission
  • Other:
  • Shareholder agreements involving the acquisition, transfer or suspension of voting interests
  • Circumstances where corporate spin‑offs are treated as acquisitions
  • Requirement to submit a new pre‑merger notification or request for an Advance Ruling Certificate request because a proposed transaction has been amended
  • Deducting duplicate values for assets or gross revenues arising from transactions between affiliates
Notifiable transaction (template)
  • List of information that must be submitted
Certificate (form)
  • Use this form to certify the completeness and correctness of the information provided for the notification
Hostile Transactions Interpretation Guidelines
  • Bureau policy regarding disclosure of information to the parties
  • Effect on duration of waiting periods
Advance Ruling Certificate (ARC) requests Procedures Guide for Notifiable Transactions and Advance Ruling Certificates
  • When and how to request an ARC
  • The types of information that should be submitted with the request
  • Fee for requesting an ARC
Merger review Merger Enforcement Guidelines
  • The Bureau’s analytical framework for merger reviews
Supplementary Information Request Merger Review Process Guidelines
  • Why the Bureau issues a Supplementary Information Request
  • Working with parties to narrow issues
  • Statutory waiting periods
  • When international cooperation is required
  • Timing agreements (an agreement between the Bureau and the parties on the timing of key milestones, such as the closing date of the proposed transaction)
Merger Reviews involving Efficiencies Model Timing Agreement for Merger Reviews involving Efficiencies
  • Our approach to the analysis of efficiencies
  • When we will conduct an assessment of merging parties' efficiencies claims
Negotiated remedies Merger Remedies in Canada
  • Objective of remedial action
  • Designing and implementing remedies
Merger Consent Agreement (template)
  • General framework for a consent agreement
Merger Remedies Study
  • An analysis of the effectiveness of structural, quasi-structural, and behavioural remedies implemented between 1995 and 2005
Concluded mergers Records of concluded merger reviews
  • Results of concluded merger reviews (posted monthly, on or after the 10th calendar day of the month)
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