Question
From: (redacted)
Sent: Thursday, June 26, 2008 5:23 PM
To: Verne, B. Michael
Subject: FW: HSR letter
Attachments: HSR_letter_DOC.pdf
Hello Mike:
This is a follow-up to our call the other day concerning the contents of a notice letter in a situation in which the manner in which the acquiring person will acquire the shares--in an 801.30 context--is undetermined but the acquiring person intends to file for the 50% notification threshold.
Please let me know if you agree that the attached letter satisfies the requirements of Rule 803.5. In this case, the recipient of the letter is the ultimate parent entity and a filing clearly is required.
Thank you.
LETTER
July_, 2008
Via Facsimile
[ADDRESS]
Attention: [ADDRESSEE]
Re: Hart-Scott-Rodino Filing
Dear XXXXX:
This letter constitutes the requisite notice pursuant to 16 C.F.R. 803.5(a) that__ intends to acquire 100% of the Common Stock of__. Depending upon a number of factors, whose outcomes are not yet known, __ may do so through multiple means, including initial open market purchases whose value will exceed $63.1 million.
The acquisition of__ shares by __ is subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a (the "Act"), and the Premerger Notification Rules promulgated thereunder. Consistent with __ acquisition intent, __, through its ultimate parent ~, intends to file the required notification under the Act with each of the Federal Trade Commission and the Assistant Attorney General of the Antitrust Division of the United States Department of Justice on or about July _, 2008 and to designate the highest acquisition threshold (50%) in that filing. This notice, therefore, also advises __ that it is required to file notification under the Act with the Federal Trade Commission and with the Assistant Attorney General of the Antitrust Division of the United States Department of Justice.
Sincerely,