Question
November 20, 2007
Mr.Malcolm L. Catt
PremergerNotification Office
Bureauof Competition
Federal Trade Commission Room 303
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Re: Confirmation of Telephone Inquiry
Dear Mr. Catt:
I am writing to confirm our telephone conversation ofNovember 19, 2007.
As we discussed, Company A is acquiring all of theoutstanding shares of Company B. The value of this acquisition is approximately$197 million. The consideration for this transaction is $20 million in cash andapproximately 21,700,000 shares of Company A stock. There are also certainwarrants and an assumption of debt (approximately $60,000,000) that areincluded in the consideration. As a result of this acquisition, the Parent ofCompany B will be the majority shareholder of Company A. There is one agreementthat governs this transaction.
Per our conversation, you confirmed that thistransaction consists of one acquisition with one filing fee. The Parent ofCompany B is the acquiring company and Company A is the acquired company. Thevalue of the transaction is the value of the Company A stock acquired by theParent of Company B. You indicated this is the result because, at the end ofthe day, the Parent of Company B is the only UPE that holds voting securitiesthat it did not hold prior to the transaction, and is therefore the onlyacquiring person under 5801.2(a).
If my understanding is in any way inaccurate, I wouldbe most appreciative if you would please contact me at your earliestconvenience at the contact information noted above.
Thank you very much