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Date
Rule
801.2
Staff
Michael Verne
Response/Comments
Yes A would have to get a separate certification from B and submit the boilerplate letter I sent. The parties can put conditional language in the affidavit.

Question

From: (redacted)

Sent: Friday, June 30, 20062:46 PM

To: Verne,B. Michael

Cc: (redacted)

Subject: HSRTiming Question

Dear Mike:

I have a timing question for you.

Company A plans to be a bidder for Company B, whichconsists of several divisions. Prior to the bidding, Company C, will enter intoa contract with Company A to purchase one of the divisions of Company B, subjectto the condition that Company A actually acquires Company B. As I understandInformal Interpretation 262, an HSR notification can be filed for the CompanyC/Company A transaction even before Company A knows whether it will besuccessful in its bid for Company B. Can you please confirm that myunderstanding is correct?

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.

Learn more about Informal Interpretations.

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