We view this as an acquisition of B by A with backside acquisitions of A by the B shareholders. Since the agreement is signed by both A and B, it should not be treated as an 801.30 transaction.
Question
From: Shaffer, Kristin
Sent: Friday, June 29, 2018 11:45:36 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: [Redacted]
Subject: RE: Question regarding acquiring and acquired persons
[Redacted]
We view this as an acquisition of B by A with backside acquisitions of A by the B shareholders. Since the agreement is signed by both A and B, it should not be treated as an 801.30 transaction.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-3434 | kshaffer@ftc.gov
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From: [Redacted]
Sent: Thursday, June 28, 2018 1:04 PM
To: [Redacted]
Subject: Question regarding acquiring and acquired persons
Assume that a reportable transaction is to take place in the following sequence:
Step 1: In a stock-for-stock transaction, Company B will merge with a wholly-owned subsidiary of Company A, with Company B surviving as a wholly-owned subsidiary of Company A. Former shareholders of Company B will become shareholders of Company A.
Step 2: Immediately following step 1, Company B merges with Company A, with Company A surviving.
Can you confirm that the HSR filing should be made with Company A as the acquiring person only and Company B as the acquired person only, with respect to Step 1 (and Step 2 is exempt under 802.30)?
Also, if both Company A and Company B are publicly-traded companies, but each is party to the merger agreement, would this be considered an 801.30 transaction?