2405002 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHe lp
Sent: 	Monday, May 13, 2024 4:05 PM
To: 	Wa lsh, Kathryn E.; Be rg, Karen E.; Musick, Vesse li na; Shaffer, Kristin; Shei nberg, Samue l I. ;
Six, Anne; Fetterman, Michelle; Burton, Jun e; Larson, Peter
Subject: 	FW : Cash Tender Offer
From: Whitehead, Nora < nw hite head@ftc.gov>
Sent: Mo nday, May 13, 2024 4:04:43 PM (UTC-05:00) Easte rn Time (US & Canada)
To:
Cc: HSRHe lp <HSRHelp@ftc.gov>
Subject: RE: Cash Tender Offer
Con fir med. Just as a rem ind er, if the CTO is under foreign law, it must conform to US CTO rul es to be eligible for the 15-
day waiting period.
From: HSRHelp <HSRHe lp@ftc.gov>
Sent: Monday, May 13, 2024 8:55 AM
To: Walsh , Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KB ERG @ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Sam uel I. <SSH EINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, M ichel le <mfette rman@ftc.gov>; Burton, June <j burton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW : Cash Tender Offer
From:
Sent: Mo nday, May 13, 2024 8:54:44 AM (UTC-05 :00) East e rn Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Cash Tende r Offer
All - I have what I hope is an easy question on CTOs .
Our client ("Investor") holds a non-controlling interest in a non-US pr ivate company ("Company"). Investor intends to
launch a tender offer to acquire addit ional shares of the Company. Similar to Interpretation 2006002. th is is a cash
tender offer for a mi nor ity interest and the offer l etter will be sent to a ll shareholders e li gible to part icipate in the offer .
Investor w ill acquire the shares from shareholders pursuant to the cash tender offer . Imme diately foll ow ing such
acquisition by the Investor in the ten der offer, the Company will then indirectly acquire the shares from the Investor
and, in exchange for such acquisition, iss ue to our client a new class of Company shares.
Investor's acquisition pursuant to the Offer is HSR reportable for our client - i. e. as a resu lt of the acquisit ion of these
addit ional shares, our client's ho ldi ngs in Company w ill exceed an HSR not ification threshold. We want to confirm that
notw ithstanding the addit ional steps in the transaction, the transaction would be viewed as a Cash Tender Offer under
the rules.
Many thanks, as a lw ays,
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