File
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0101014 Informal Interpretation
us-ftc-hsr-informal-interpretations-81f36ade3db743e3fc26ec70786804b40101014 Informal InterpretationGuidance
Date
Rule
801-13
Response/Comments
Writer advised that step one would result in buyer holding in excess of 50% of the v/s of seller. We would view entering into the two agreements at the same time (they are also conditioned on one another) the same as entering into a single agreement for 100% of the v/s of issue. File for a $55mm acquisition of v/s. N. Ovuka concurs. B. Michael Verne 1/15/02
Question
From:
To:
Date: 1/15/02 3:56 PM
Subject: Question
Mike. -
In the case of a two step transaction, where the first step involves the sale/purchase of about $40 M in stock of a company, followed by a merger agreement in which the acquiring party acquires the remaining stock outstanding for 15-20 million or so, would the FTC require that these transactions 'be collapsed, assuming that (1) both agreements will be signed together at the closing; (2) payments will occur fairly closely in time; and (3) size of person are met?
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