Question
From: (redacted)
Sent: Monday, November 24,2008 9:52 AM
To: Verne, B. Michael
Subject: HSR Item4(c) question
Mike,
I have a quick HSRitem 4(c) question in the context of a sale of a target business pursuant to a competitivebid process. Seller has decided to sell the target business to Bidder A, one ofseveral potential buyers that looked at a possible acquisition. Both the Sellerand Bidder A will be filing notification and report forms under the HSR Act forthe proposed acquisition.
During the bidprocess, Seller received and responded to a list of questions from Bidder Bregarding the target business that covered a variety of topics includingrequesting information on the target business related to operations, financeand markets. For example, one of the questions from Bidder B that Sellerresponded to asked for an identification of the major competitors of the targetbusiness. Seller had considered providing a generic form of the questions andanswers prepared for Bidder B to the other bidders. However, Seller ultimatelydid not do so based on a request from Bidder B that Bidder B's questions not beshared with other bidders. Accordingly, the question list with answers was notprovided to Bidder A.
Please assume thatthis document would have been an item 4(c) document for both the acquiring andacquired parties if Seller was selling the target business to Bidder B ratherthan Bidder A. I wanted to confirm my understanding that this document is notitem 4(c) responsive for purposes of Seller's HSR filing relating to the saleof the target business to Bidder A. Am I correct that this document would notbe item 4(c) responsive in this filing context because it was prepared for adifferent acquisition, the possible sale to Bidder B.
Thanks in advancefor your feed back.
Best regards,