8301001 Informal Interpretation

Date:
Staff:
Dana Abrahamsen

Question

(redacted)

January 3, 1983

Dana Abrahamsen

Premerger Notification Office

Federal Trade Commission

6th Street & Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Re: January 3, 1983 Telephone Conversation

Dear Dana:

In a conversation this morning, I requested an informal

opinion with respect to the following factual situation:

Company A will make a tender offer for 51% of

the outstanding voting securities of Company B.

This transaction will be valued in excess of

$15 million. Company A will also enter into an

option agreement with Company B, granting Company

A the option to purchase up to 18% of Company Bs

outstanding voting securities, (valued at approxi-

mately $11 million). Finally, Company A will

enter into a stock purchase agreement with certain of

Company Bs shareholders to purchase up to 15%

of Bs outstanding voting securities, (valued at

approximately $9 million). If Company A acquires

51% of Company Bs outstanding voting securities

pursuant to the tender offer, it may decide not to

acquire any additional shares pursuant to the option

or the purchase agreement.

Discussion

You have advised that, If Company A so desires,

Company A may file for all three transactions on a single Noti-

fication and report Form. Further, in the notice to the acquired

person, Company A should state its intention to make a tender

offer for 51% and should note that Company A may exercise its

option, or may purchase pursuant to the purchase agreement, if,

as a result of the tender offer, Company A does not acquire

51% of Company B. At the bottom of the affidavit accompanying

the filing, Company A should state its good faith intention

to make the acquisition as described in the attached notice.

You have also advised that, if the transaction does

not pose any substantive antitrust problems, early termination

of the 30-day waiting period applicable to the option and the

purchase agreement should be granted.

Finally, you advised that the waiting period would

not be delayed if the affidavit required to be filed with the

Notification and Report Form were telecopied so long as an

original were provided as soon as possible.

I believe this accurately describes our conversation

and the informal opinion which you rendered today. If it does

not, please contact me as soon as possible.

About Informal Interpretations

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