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802.21 |
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Staff: |
Michael Verne |
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Response / Comments: |
02/07/2012 - Answer: B is not covered by 802.21, only A. Otherwise there would be two separate UPEs able to rely on the exemption. MB KW and RJ concur |
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To: Verne, B. Michael
Subject: 802.21
2 years ago A filed to acquire voting securities of X at the $50 million threshold. The acquiring entity was A's wholly·owned sub B. Subsequently A spun off B to its shareholders. B still holds the voting securities of X. B now would like to acquire additional shares of X which would not exceed the $100 million threshold. The question is whether B can rely on 802.21 for its acquisition.