1204008 Informal Interpretation

Date:
Rule:
Form Item 4(c)
Staff:
Michael Verne
Response/Comments:

- These documents are not responsive to 4(c) - see p 4 below http://www.ftc.gov/bc/hsr/4cTipSheet.pdf

Question

From: (redacted)
Sent: Thursday, April 19, 2012 12:13 PM
To: Verne, B. Michael

Subject: HSR Question re: 4(c)

Mike,

Assume acquired person A, a privately-held corporation, and the acquiring person B, a public company, have coordinated regarding the announcement of acquiring person B's acquisition of A. The two companies have prepared a press release to be publicly circulated and a communication plan with talking points to guide discussions of the acquisition with both the employees of company A and the general public. The communication plan and press release have been reviewed by officers of company A and contain discussion regarding the combined company's plans for new sales growth and strength in certain product market segments. These documents were not created for the purpose of analyzing the acquisition, but rather for the purpose of explaining the acquisition to employees and the public. Should these documents be submitted as 4(c) documents by Company A even though they weren't created to analyze the acquisition?

I have been led to believe that public-facing documents such as these are not 4c, but I have not been

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