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Date
Rule
801.13, 801.14
Staff
Michael Verne
Response/Comments
If B1 and B2 are each their own UPE, then the acquisition of B2 is not aggregated with B1 and is therefore not reportable. 801.13 and 801.14 only deal with aggregation of acquisitions from the same acquired person (UPE).

Question

From: (redacted)

Sent: Monday, April 30, 2007 4:40 PM

To: Verne, B.Michael; novuka@ftc.gov

Subject: Size of TransactionThreshold Question

I have an HSR sizeof transaction threshold aggregation question for you.

A is the acquiring company. B1 andB2 are the acquired companies. B1 and B2 are engaged in the same business indifferent parts of the country. B1 and B2 are each their own UPE but have somecommon minority shareholders and operate under a similar name. A's acquisitionof B1 is for $100 million, and for B2 it is $40 million. Assume that theacquisition prices are the correct ones to use for purposes of measuring thethreshold, and that the size of person test is met in both deals. The two dealsare to proceed concurrently, and the closings are contingent on each other'salso closing at the same time.

Question: Does A's acquisition of B2for $40 million meet the size of transaction threshold? I think 801.13 and801.14 deal with similar situations but perhaps not this one. Thank you.

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