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Date
Rule
7A(c)(2)
Staff
Patrick Sharpe
Response/Comments
Does not meet the size-of-person test. That is, if $5 million represents total assets of person and revenues not more than $10MM. Called [redacted] $5 M does not represent total assets and revenues are less than $10MM - I concur.

Question

(redacted) (Redacted)

June 27, 1984

Premerger Notification Office
Bureau of Competition
Room 301
Federal Trade Commission
Washington, D.C. 20580

Attn: Wayne Kaplan, Esq.

Confirming our telephone conversation of yesterday, I understand that in valuing assets and determining sales of a to-be-acquired corporation for the purpose of assessing permerger notification requirements, the assets values are determined by the companys financial statement, and do not include any going concern value as would be reflected by the acquisition price. Thus, if Company A proposes to acquire Company B for $20 million, but Company Bs financial statements confirm that the assets valued at $5 million, the value of Company B for purposes of determining whether it meets the size of the parties registration requirement would be $5 million.

I would appreciate your retaining a copy of this confirming letter in your office for future reference.

Sincerely,

(Redacted)

(Redacted)

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