Vass Bednar is the managing director of the Canadian Shield Institute and co-author of The Big Fix.

Earlier this week, two Canadian banks agreed to sell Moneris Solutions Corp. to an American private equity firm. You may not have heard of the payment processing company, but you’ve likely relied on it to make a purchase; the company touches roughly a third of the country’s business transactions. At first glance, it’s not obvious how to think about the acquisition. As a payment terminal would ask: Ok?

The deal is still subject to regulatory approval. It will almost certainly get it. For 2026, the ordinary Investment Canada Act net benefit threshold is $1.452-billion in enterprise value for private-sector WTO investors, but there’s an even higher threshold for investors from countries with applicable Canadian trade agreements. Because we have one of those agreements with the U.S. (sort of), the real threshold is $2.179 billion; just above what Moneris is fetching.

One new potential wrinkle in the approval process is a review by the Bank of Canada, which has new powers to assess operational risk to the payments system.

In getting that approval, Canada will once again avoid the question it should be asking: What actually counts as strategic infrastructure in a digital economy?

The payments universe may look competitive, but it is not.

Moneris sale to U.S. owner adds risk to Canada’s data sovereignty, payments industry leaders warn

When it comes to selecting the physical terminal itself, a Canadian merchant can choose among Moneris, Square, Clover/Fiserv, Lightspeed, Shopify, Helcim and others. But these firms increasingly bundle the stack, narrowing real choice over the payment software underneath. For instance, Square bundles terminals and software with an inventory and payment system, and the Canadian company Lightspeed combines point-of-sale transactions and payments. That bundling can make switching between payment processors harder.

Those choices, while constrained, are essentially a decision about which pathway you’re taking to reach Visa, Mastercard or Interac. There are only a handful of options under a facade of competition.

A national-security review of the Moneris sale is possible, and unlike the Investment Canada Act net-benefit test, it isn’t bound by a dollar threshold. But blocking the acquisition on national security grounds alone would miss the point. Canada keeps letting strategically useful domestic capabilities become ordinary saleable companies instead of building durable institutions around them, because our foreign-investment frameworks don’t capture what strategic capacity looks like in a digital economy.

Take the official working definition of critical infrastructure. The Investment Canada Act’s national security guidelines define it as “processes, systems, facilities, technologies, networks, assets and services essential to the health, safety, security or economic well-beings of Canadians.” On this definition alone, Moneris wouldn’t qualify. Criticality alone is a poor proxy for strategic importance.

Suppose fintech challengers Wealthsimple or KOHO were similarly acquired tomorrow. It’s safe to say we wouldn’t let one of the big Canadian banks be acquired at any price. But at what point does a successful fintech stop being merely a company and become a piece of national economic capacity?

RBC, BMO planning $2-billion sale of Moneris, sources say

Moneris isn’t a one-off. In 2024, Canadian payments company Nuvei was taken private in a US$6.3-billion deal led by U.S. private-equity firm Advent International. The company had gone public only four years earlier in what was then the most valuable technology IPO in TSX history. Canadian shareholders retained minority stakes, but control shifted abroad.

Together, Nuvei and Moneris raise a bigger question: If much of a digital economy’s most strategic assets are platforms and embedded technical capabilities, not smokestacks and rail lines, why do we only recognize that after ownership has changed hands?

There are some smart analysts out there who say that Moneris isn’t actually all that integral to the Canadian payments system, and this acquisition isn’t the hill to die on. Hopefully that’s right. But it’s hard to share the feeling when we are fumbling through the whole issue of critical digital infrastructure as a country and we have a bad track record of recognizing what’s important before it’s way too late.

We are about to build a new national payments rail and then watch an ecosystem of valuable companies grow around it. Some will inevitably attract foreign buyers. Before that happens, we should decide whether our goal is to produce acquisition targets or build enduring Canadian capacity.

Having sovereign infrastructure doesn’t mean the state builds every app Canadians use to pay for coffee. It means that we retain the capacity to control the substrate everyone else builds on so that no single sale, however routine it looks on paper, can hand a foreign buyer effective control over how the country’s commerce clears.

We recognize payments as critical infrastructure when we’re worried about whether and when they will go down. But we don’t apply similarly serious thinking to who controls the associated capacity – yet. If we don’t start doing that soon, we’re going to pay for it, one transaction fee at a time.