0311006 Informal Interpretation

us-ftc-hsr-informal-interpretations-8ae3a75577fbc844bb039e93bf80c3080311006 Informal InterpretationGuidance

Open source
Date
Rule
801.10 802.30
Staff
Michael Verne
Response/Comments
Advices that the value is the total consideration to the shareholders of B - $930 MM in A stock. The secondary acquisition of the 10% of A stock is exempt under 802.30. N. Ovuka concurs.

Question

From: (redacted)

Sent: Thursday, November 20, 2003 11:20 AM

To: Verne Michael

Subject: Valuation Questions

Could you assist with the following questions:

Corporation A intends to acquire Corporation B in a merger transaction in which the stockholders of Corporation B will receive common stock of Corporation A valued at $930 million in the aggregate. The assets of Corporation B include certain assets the acquisition of which by Corporation A would not be reportable under the HSR Act:

  • 10% of the common stock of Corporation A valued at $580 million
  • 13% limited liability company interest valued at $210 million.

Excluding these assets, the value of the stock being acquired would be $140.

What is the value of the value of the voting stock to be acquired by Corporation A in the transaction?

What is size of transaction for purposes of determining the filing fee?

Please note that the acquisition by the stockholders of Corporation: B of voting stock of Corporation A will be exempt under Rule 802.9.

Continue your research in ChatGPT or Claude
Connect Omnilex to search the legal corpus from your AI assistant.