8507009 Informal Interpretation

Patrick Sharpe

See below


NOTE: This appears to be the opinion letter referenced in the letter below addressed to Patrick Sharpe, dated July 15, 1985.


July 12, 1985

Re: (redacted) Tender Offer for (redacted)

Pre-Merger Notification to U.S. Antitrust Authorities

Dear (redacted)

You have requested our opinion as to whether notification to the Federal Trade Commission and the U.S. Department of Justice is required in connection with the proposed takeover by (redacted).

Both (redacted) and (redacted) are (redacted). According to the (redacted) Annual Report for fiscal 1984 which covers the first half of 1984 and the last half of 1983, (redacted) which makes all of (redacted) sales in the United states is valued at (redacted). A press release issued by (redacted) showing figures for the last six months of 1984 shows (redacted) importers gross sales as (redacted). Doubling this to get a projected 12 month figure brings the number to (redacted).

On this basis, (redacted) assets and sales in the United States appear to be well below the threshold levels of $15 Million in assets or $25 Million in sales before pre-merger notification is required. The regulations provide in 802.51 that an acquisition by a foreign person is exempt if the acquired person has no more than $15 Million in U.S. assets and less than $25 Million in sales. Accordingly, it is our opinion that no pre-merger filing is required to be filed with the United States antitrust authorities. We have, nevertheless, furnished copes of this letter to both agencies together with supporting documentation.

Very truly yours,




July 15, 1985

Premerger Notification Office
Bureau of Competition, Room 303
Federal Trade Commission
6th Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Director of Operations,
Antitrust Division
Department of Justice, Room 3218
10th & Pennsylvania Avenue, N.W.
Washington, D.C. 20530

Re: (redacted) Tender Offer for (redacted)

Pre-Merger Notification to U.S. Antitrust Authorities

Dear Sir or Ms.:

In our opinion, no pre-merger notification is required in regard to the above referenced foreign takeover, for the reasons stated in our opinion letter, a copy of which is attached. We are also enclosing the underlying documentation referenced in that letter. We will contact you by telephone to confirm that no filing is required.

Respectfully submitted.




STAFF COMMENTS: Called (redacted) 7-16-85 and informed his secretary (he was out) that I concur with him that this transaction is not reportable. Patrick

(redacted) was acquired in Feb. 1984. If it was acquired at the end of Feb. then the 4,762,000 represents 4 mos. If this is the case, then the 4,762,000 should be tripled to 14, 286,000, not doubled. [This multiplied by exchange rate of $1.39 = ] $19,757,540 (estimated revenues into U.S.)

This is still below the $25 MM threshold of 802.51(b)(2). I agree this is exempt.

All of this is irrelevant sinc [sic] we go by actual sales which are significantly less than $25 MM and thus not reportable.

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