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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.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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