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Date
Rule
Cash Tender Offer
Staff
Premerger Notification Office
Response/Comments

We disagree. Based on the facts provided, the percentage of voting securities that are purchased entirely with cash is 0.

Question

Our client is publicly launching a tender offer to acquire 100% of the voting securities of Target. The offer consideration consists of a mix of cash and stock, that is, a Target shareholder that tenders its Target shares to the offer will receive a fixed amount of cash and a fixed amount of stock per Target share. The cash portion of the tender offer will be 75% (well over 50%) of the voting securities of Target. Could you please confirm that our client can qualify for the 15-day waiting period? See interpretation https://www.ftc.gov/legal-library/browse/hsr-informal-interpretations/16110006.

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

Learn more about Informal Interpretations.

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