Question
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September 5, 1986
Mr. Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
6th Street and Pennsylvania Ave., N.W.
Washington, D.C. 20580
Re: August 16, 1986 Telephone Conversation
Dear Patrick:
Thank you for your prompt response to our August 25, 1986, request for an informal interpretation. A copy of this request is attached hereto for your easy reference.
The purpose of this letter is to confirm our August 26,1986, telephone conversation. Based upon that conversation it is my understanding that the transaction described in the August 25 letter is exempt form the requirements of 15 U.S.C. 181 (the Act).
Person A, as described in that letter, is, in your view, both an acquiring and acquired person under the statute (as is Person B). Thus, both acquisitions are subject to the Act.
However, based upon the facts as represented to us, the voting securities being acquired (pursuant to either of the two acquisitions comprising this transaction) are the voting securities of an issuer having less than $25,000,000 in annual net sales or total assets. Therefore, the exemption of 16 C.F.R. 802.20 is available for either acquisition and the entire transaction. Accordingly, no premerger notification under the Act need to be given.
Thank you very much for your prompt attention to this matter.
Very truly yours,
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Enclosure
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