For the fifth consecutive year, the transaction-size threshold for pre-merger notification under the Competition Act remains at $93 million for 2026. The size-of-parties threshold, which is not indexed, stays at $400 million. Thresholds under the Investment Canada Act, by contrast, rose by about 5% for 2026. For Alberta deal teams, a growing share of mid-market transactions now sits close to or above the Competition Act line, while the entry point for foreign investment review has moved modestly higher.
These numbers matter more than they once did. Since Bill C-59 received royal assent on June 20, 2024, the Competition Act has operated without the efficiencies defence and with rebuttable structural presumptions: a merger that produces a combined market share above 30%, or concentration above prescribed thresholds, is presumed anti-competitive unless the parties rebut that presumption on a balance of probabilities. A new remedies test accompanies those changes.
At the same time, the national-security review under the Investment Canada Act applies regardless of transaction size. A small acquisition by a foreign-controlled buyer in a sensitive sector can attract scrutiny that a much larger domestic deal would not. Planning for filings, timelines and the allocation of regulatory risk has therefore become part of deal design rather than an afterthought.
This article sets out how buyers and sellers in Alberta should approach that planning in 2026. The economic backdrop is steady: the Bank of Canada held its policy rate at 2.25% at its April 29 announcement, and the Spring Economic Update of April 28 signalled continuity on tax policy, including an announcement that the Employee Ownership Trust capital-gains exemption will be made permanent.
Key Takeaways
- The Competition Act transaction-size threshold is $93 million for 2026, unchanged for a fifth year, with the $400 million size-of-parties threshold also fixed
- Investment Canada Act review thresholds rose about 5%, but national-security review applies at any size
- Structural presumptions in force since June 2024 shift the burden to merging parties once share or concentration thresholds are crossed
- Regulatory timelines should be built into the deal calendar from the letter-of-intent stage, not discovered during confirmatory diligence
- Purchase agreements should allocate regulatory risk explicitly through conditions, covenants, outside dates and, where appropriate, reverse termination fees
Why Static Thresholds Catch More Deals
A threshold that does not move while asset values and revenues grow captures more transactions each year. The $93 million transaction-size test looks at the Canadian assets or revenues of the target business and has stood since 2021. Canadian mid-market activity rose in both value and count in 2025, with deals between US$20 million and US$500 million reaching US$41.6 billion in aggregate value. A growing number of those transactions are within reach of the notification line.
Both tests must be met for notification to be mandatory. The parties together must exceed $400 million in Canadian assets or revenues, and the target must exceed $93 million. For an Alberta family-owned company being acquired by a large strategic buyer or a private-equity platform, the size-of-parties test is often satisfied by the buyer alone, so the target’s own numbers decide whether a filing is required.
Sellers should know before going to market whether their business is near the threshold, because it changes which buyers can close quickly and how the timetable is built. Buyers should map the thresholds early in their analysis. Even where notification is not required, the Competition Bureau retains the ability to review a merger, and the structural presumptions apply to the substantive analysis regardless of whether a filing was made.
Structural Presumptions Two Years On
The presumptions introduced by Bill C-59 apply to mergers not notified or substantially completed before June 20, 2024, which means effectively every transaction now being planned. Where a merger would result in a market share above 30%, or concentration above the prescribed thresholds, the burden shifts to the merging parties to show, on a balance of probabilities, that the combination is not likely to substantially lessen or prevent competition.
For Alberta industries this has particular resonance. Many regional markets are concentrated by geography: oilfield services in a specific play, agricultural inputs across a group of counties, waste services in a mid-sized city, or specialized health services in a region. A combination that is small in national terms may produce a high local share. Market definition becomes the central question, and parties need economic and legal analysis on that point before they agree on price.
The removal of the efficiencies defence matters as well. Before 2024, merging parties could argue that cost savings outweighed anti-competitive effects. That argument is no longer available. Consolidation strategies built on synergies need to be re-examined: synergies remain valuable to the buyer’s economics, but they no longer form a defence to the Bureau’s concerns, and the case for the deal must rest on competitive effects alone.
The Investment Canada Act: Higher Thresholds, Broader Security Lens
The Investment Canada Act’s net-benefit review thresholds increased by roughly 5% for 2026, which slightly reduces the number of foreign acquisitions subject to that review. The precise thresholds depend on the nature of the investor, including whether it is a trade-agreement investor or a state-owned enterprise, and deal teams should confirm current figures with counsel rather than rely on last year’s numbers.
The national-security review is different. It applies regardless of size and to any investment by a non-Canadian, including minority investments. Alberta assets in energy infrastructure, critical minerals, data and telecommunications, agriculture and technology may attract attention. A foreign buyer of a modest Alberta technology company should assume the national-security lens exists and plan its notification and timing accordingly. Sellers should recognize that a foreign buyer’s ability to close may carry more uncertainty than a domestic buyer’s, and weigh that when comparing offers.
Building the Regulatory Calendar Into the Deal
From letter of intent to signing
Regulatory analysis should begin at the letter-of-intent stage. Confirm threshold status, identify overlapping products and geographies, and estimate the likelihood that notification or a voluntary filing is warranted. That analysis shapes the length of the exclusivity period, the diligence plan and the drafting of the purchase agreement, and it is far cheaper to do early than to repeat under time pressure.
The statutory waiting period and beyond
Where notification is required, the parties cannot close until the statutory waiting period expires or the Bureau issues an advance ruling certificate or a no-action letter. Complex reviews may involve supplementary information requests that extend the timeline materially. Building an outside date with room for that possibility protects both sides from a forced renegotiation late in the process.
Parallel Investment Canada Act workstreams
Where a non-Canadian buyer is involved, the Investment Canada Act notification or application runs alongside the competition analysis. Coordinating the two, together with any provincial or sector-specific approvals such as those required by the Alberta Energy Regulator, avoids the situation where one clearance arrives and another lags, leaving the business in an extended interim period.
Allocating Regulatory Risk in the Purchase Agreement
Once the regulatory path is mapped, the purchase agreement must say who bears the risk that it takes longer, costs more or fails. The standard tools are conditions precedent, efforts covenants, outside dates and termination provisions. The buyer’s covenant to obtain approvals can range from commercially reasonable efforts to an obligation to accept whatever remedies the regulator demands, and the difference in value between those two positions can be substantial.
Reverse termination fees, payable by the buyer if the deal fails on regulatory grounds, are common in larger transactions and increasingly appear in mid-market deals where the buyer’s existing operations create overlap. Sellers in Alberta should weigh a slightly lower headline price from a buyer with a clean regulatory profile against a higher price from a buyer whose combination raises share concerns. Certainty of closing has a value of its own.
Vendors also need to protect the business through a prolonged interim period. Interim operating covenants, employee retention arrangements and customer communication plans all matter when closing is months away. Buyers, for their part, should decide in advance what remedies they would accept, because a required divestiture of a key Alberta asset can change the economics of the transaction.
What This Means for Alberta Transactions in 2026
The financing backdrop is supportive. With the policy rate held at 2.25% on April 29 and the next announcement scheduled for June 10, borrowing conditions have been stable for months, and the capital gains inclusion rate remains at 50%. The Spring Economic Update’s announcement that the Employee Ownership Trust exemption will be made permanent also gives owners considering an employee sale more room to sequence their plans rather than rushing to meet the original year-end deadline.
In that environment, the regulatory workstream is often the largest single source of timing uncertainty in a mid-market deal. Parties who treat it as a checklist item at the end of diligence tend to discover late that their outside date is too short, their covenants are too vague or their buyer’s overlap is larger than assumed. Parties who map thresholds, market definition and the Investment Canada Act early can negotiate from knowledge rather than from hope.
At Pragma Capital, we encourage clients to think of competition and investment review as part of the deal’s architecture rather than as an external hurdle. The thresholds may be static, but the transactions they capture are not, and the rules that apply once a filing is made have changed materially since 2024. Buyers and sellers should engage competition and foreign-investment counsel early and rely on that advice for the specifics of their own transaction.