2304001 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Wednesday, April 26, 2023 2:33 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora;
Fetterman, Michelle
Subject: 	FW: FX and acquisition price
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Wednesday, April 26, 2023 2:33:24 PM (UTC-05:00) Eastern Time (US & Canada)
Subject: RE: FX and acquisition price
Based upon the facts you have provided, we believe that this falls within 801.10(a)(1)(i). As a result, an FMV will not be
necessary.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
Sent: Wednesday, April 26, 2023 7:18:00 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc:
Subject: FX and acquisition price
Dear All:
I have a transaction in which a European SPAC will be making a tender offer to acquire another European Company
whose shares are listed on an Australian exchange.
The acquisition price is in euros. As I understand the rules applicable to an acquisition price in foreign currency—based
on the HSR Resources page (Converting Foreign Currency)—one applies the following:
If the FX rates are fairly stable, one may estimate the exchange rate at the closing date and use that to determine value.
If one is determining the low market price for the past 45 days, one uses the daily exchange rate for each applicable day.
If the rate is fluctuating too much, one uses fair market value—and the fmv rate used is the applicable one on the date
the fmv determination is made.
I just wanted to confirm that this approach , described on the HSR Resources site, still is correct. So, as an example, if
one were to determine the value based on the rate of the euro on May 3—for a closing on June 30—and the value is
$100 million, one may proceed without a filing even if the day before the closing, the f/x rate of the euro were to jump
to a number that would result in a value above $111.4 million.
Is that correct?
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