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0007004 Informal Interpretation
us-ftc-hsr-informal-interpretations-0a048e7d5144110cae7748cdc8514b430007004 Informal InterpretationGuidance
Date
Rule
802.50, 802.51
Response/Comments
Advised the writer that there is no exemption for a foreign person acquiring stock of a U.S. issuer. However in this transaction, it is not the foreign issuer, but its shareholders who have a potential reporting obligation if any shareholder is acquiring in excess of $15MM of the U.S. issuer's voting stock.
Question
From: [redacted]
To: FTC.SERIUS("mverne@)
Date: Mon, Jul 17, 2000 10:17 AM
Subject: Advice re: foreign acquiror
Mike,
We represent a relatively small foreign corporation that has total foreign assets valued in excess of $10 million but no sales in or into the US and no assets located in the US.. Our client is being acquired by a greater than $100 million domestic corporation in a stock-for-stock deal valued in excess of $15 million. The acquisition of my client's stock is exempt from the HSR Act's reporting requirements under Section 802.50 of the Rules.
Can you please confirm whether, under the above facts, the foreign corporation meets the jurisdictional requirements of the Act and, assuming the exemption under Section 802.51 is unavailable, would have to file as an acquiring person with respect to its receipt of the domestic corporation's stock.
Thank you in advance for your consideration of this question.
Regards,
[redacted]
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