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Date
Rule
801.14
Staff
Janice Johnson
Response/Comments
I informed the writer that the minority interests would be required to be aggregated per HSR Rule 801.14 if the issuer of all of the minority interest is the same person. M Verne concurs.

Question

From: (redacted)

Sent: Monday, December 05, 2005 4:36 PM

To: Johnson,Janice C.

Cc: (redacted)

Subject: question re: valuation of with minorityvoting securities

Janice,

I spoke with youon Friday and again today regarding the following question about inclusion ofminority voting securities in the value of a transaction. I would like toconfirm the answer via email for my records:

Question: In areportable acquisition of voting securities, must minority interests inseparate entities held by the acquired person's UPE, which are also beingacquired by the acquiring person, be included in the HSR filing, in determining the value of the transaction, etc.?

Answer: Yes, butonly in certain circumstances. 16 U.S.C. 801.14 provides that "the valueof all voting securities of the acquired person which the acquiring personwould hold as a result of the acquisition" be included in the valuation,but this is limited to acquisitions where (1) the acquisition of the minorityshares independently constitutes a reportable (J Johnson comment notcorrect) transaction under HSR or (2) theacquired person (UPE) currently controls (J Johnson comment correct)the issuer of the voting securities.

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