8403001 Informal Interpretation

Date:
Rule:
7A(a)(3)(B)
Staff:
Wayne Kaplan
Response/Comments:

No written comments

Question

(redacted)

March 1, 1984

Wayne Kaplan, Esq.
Premerger Notification Office
Bureau of Competition
Room 301
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Kaplan:

Thank you for taking the time earlier today to discuss with me a question of applicability of the Hart-Scott-Rodino notification requirements. I am writing this letter to confirm my understanding of the advice that you gave me.

I described the following situation: Corporations X and Y agree that (1) Y will sell to X the 82% of the stock of Z currently owned by Y, and (2) X will, by tender offer, attempt to acquire the remaining 18% of the stock of Z currently held by the public. The 18% of the stock of Z currently held by the public would be valued, under Premerger Notification rule 801.10(a), at less than $15 million. The acquisition of that 18% (or such lesser amount as is tendered) would not bring the value of Xs holdings in Z to above $15 million. You confirmed my belief that, under these circumstances, the Hart-Scott-Rodino requirements would not apply to the tender offer portion of the transaction, whether it is consummated before or after Xs purchase of stock from Y. (Of course, I recognize that those requirements would apply to the purchase from Y.)

Please advise if any of the foregoing is inaccurate.

Thank you very much.

Very truly yours,

(redacted)

(redacted)

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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