Question
From:(Redacted)
To:FTC.SERIUS(mverne@ftc.gov)
Date:7/19/02 2:48PM
Subject: HSR Advice
Mike - I would be most grateful for your advice in connection with the following fact pattern. Thank you
> Facts:
> Company A and Company B have entered into an agreement whereby Company B will commence a tender offer to acquire all of the outstanding shares of Company A and following the consummation of the tender offer, Company A will be merged with and into Company B by way of a reverse triangular merger. Company X is the ultimate parent of Company A. The HSR filing in connection with the tender offer and merger is being filed by Company A pursuant to 16 CFR Section 803.2(a).
> As part of the tender offer, Company X will tender all of its shares of Company A to Company B. The value of these shares, and the consideration to be received by Company A, is less than $50 million.
>Issue:
>May Company X tender its shares to Company B before HSR approval is received?
(Redacted)