Question
From:(redacted)
Sent:Friday, March 31, 2006 2:01 PM
To:Verne, B. Michael
Cc:Ovuka, Nancy M.
Subject:RE: HSR Question
As afollow up to the below questions, the two companies that filed with respect to Merger1 used different years for the 5(c) information. One used 2004 revenues and oneused 2005 revenues. For purposes of the "pro forma" combined filingfor Merger 2, must all of the revenues be from the same year or can some or therevenues be listed as 2005 and some as 2004 (assuming they are noted as such)?If they must be the same year, does it make a difference if we go with acombined 2004 or a combined 2005? Let me know. Again, many thanks.
----- Original Message-----
From: Verne, B. Michael [mailto:MVERNE@ftc.gov]
Sent:Friday, March 24, 2006 8:15 AM To: Katz, Jeffrey
Cc: Ovuka, Nancy M.
Subject: RE: HSR Question
Option A is the correct one.
----- Original Message-----
From: (redacted)
Sent:Thursday, March 23, 2006 7:27 PM To: Verne, B. Michael
Cc: Ovuka, Nancy M.
Subject: HSR Question
Wehave a situation where two companies are contemplating a merger ("Merger1") and that transaction has already been granted HSR approval. Those twocompanies now expect to acquire a third company via merger ("Merger2"), with such transaction to close immediately after Merger 1 is effected.Merger 2 will require a filing under the HSR Act. The question is who needs tofile:
1.Option A: The expected UPE of the ultimate survivor of Merger 1 files a"pro forma" filing containing all relevant information of the twocompanies that are part of Merger 1. Since at the time of Merger 2, there willonly be one combined company acquiring via merger the third company, a singlefiling is appropriate.
2.Option B: Each of the two pre-Merger 1 companies file separately for theacquisition that will occur under Merger 2.
Letme know your thoughts. Thank you.