Question
[redacted]
December 12, 2000
Michael Verne
Federal Trade Commission
Premerger Notification Office
600 Pennsylvania Avenue, NW
Washington, D.C. 20580
Re:802.30 of the Hart-Scott-Rodino Act Regulations
Dear Mr. Verne:
This letter is to confirm our telephone conference on Friday, December 8th. I
called you with a hypothetical involving two inter-related, simultaneous acquisitions, one of
which we believe to be exempt from filing under of the Hart-Scott-Rodino
Regulations. The hypothetical went as follows:
Company A (A) owns 100% of Company C (C). A will acquire 54.3% of the
voting securities of Company B (B). In a simultaneous transaction, B will
acquire 100% of the voting securities of C. Therefore, as a result of the
simultaneous transactions, A will own 54% of the voting securities of B and B
will hold 100% of the voting control of C and acquire control of B.
The issue presented is whether B must file for its acquisition of C, or whether that portion of the
transaction is exempt as an intra person transaction under 16 C.F.R. 802.30.
We agreed that (1) A must file for its acquisition of B and (2) B is under no
obligation to file an HSR form for its acquisition of C, Because the :acquired and acquiring
persons...are the same person. See 16 C.F.R. 802.30. Therefor, the acquisition of C by B is
exempt as an intraperson transaction.
If for whatever reason you feel that this letter does not accurately reflect our
conversation, please let me know, immediately so that we do not proceed in error. Thank you
very much for your time and guidance in this matter.
Sincerely,
[redacted]