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Date
Rule
Form Item 4
Staff
Michael Verne
Response/Comments
The latter

Question

From: (redacted)

Sent: Tuesday, November 15, 2005 4:17 PM

To: Verne,B. Michael

Subject: FW:4(c) question

Hi, Mike I washoping to get your thoughts on the relevant transaction for 4(c) purposes.Company A is merging with and into Company B with Company B surviving. Each ofA and B filed an HSR in connection with the merger. In exchangefor their shares of Company A, shareholders of Company A will receive votingsecurities of Company B in connection with the merger requiring some of them tofile an HSR. What is the relevant"transaction" for 4(c) documents for shareholders of Company A themerger between Company A and Company B and the receipt of shares of Company B(or just the receipt of shares of Company B)?

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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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