January 3, 1983
Premerger Notification Office
Federal Trade Commission
6th Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Re: January 3, 1983 Telephone Conversation
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.
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.