2502006 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, February 27, 2025 2:02 PM
To: 	HSR Auto Forward List
Subject: 	FW: Select 801.30 Transaction
From: Whitehead, Nora
Sent: Thursday, February 27, 2025 2:02:10 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp
Subject: RE: Select 801.30 Transaction
No,	the facts described disqualify the acquirer	from filing as a Select 801.30.
From: HSRHelp
Sent: Thursday, February 27,	2025 12:35 PM
To: HSR Auto	Forward List
Subject: FW: Select 801.30 Transaction
From:
Sent: Thursday, February 27,	2025 12:34:55 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp
Subject: Select 801.30	Transaction
PNO team,
I understand that for	a transaction to qualify as	a “Select 801.30 Transaction,” the acquiring person must
not have, and must not	obtain,	the “right” to serve as,	appoint, veto, or approve board members within
the acquired entity. In this case, which involves a publicly-traded target, while the acquiring party does
not have	a contractual right to a board seat, it does have a representative on the	target’s	board	who was
elected by the target’s	shareholders. The acquiring party plans to acquire	additional shares	on the open
market, but not a sufficient amount that it would obtain control of the target. Since the	acquiring party
lacks the	explicit “right”	to serve	as	a director but may	still have a representative elected by
shareholders, would an	acquisition of shares by this investor qualify as	a “Select 801.30 Transaction”?
Thanks,
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