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The annual adjustment of the dollar thresholds for
pre-acquisition filings under the Hart-Scott-Rodino Act will take
effect on February 11, 2013. All transactions closing on or
after that date will be governed by the new
thresholds.
Under the new thresholds, the parties to an acquisition or
merger will in most cases need to file pre-acquisition
notifications with the FTC and the Department of Justice and
observe the Act's waiting periods before closing if the
transaction will result in either of the following:
(a) The acquiring person will hold more than $70.9
million worth of voting securities and assets of the acquired
person and the parties meet the "size-of-person"
requirements below; or
(b) Regardless of the parties' sizes, the acquiring person
will hold more than $283.6 million worth of voting
securities and assets of the acquired person.
Meeting any one of the following three subtests satisfies the
"size-of-person" test:
(1) A person with $141.8 million or more of total
assets (on its most recent regularly-prepared balance sheet) or
annual net sales (from its most recently completed fiscal year)
proposes to acquire voting securities or assets of a person engaged
in manufacturing (note that software is not considered
manufacturing) with $14.2 million or more of annual net
sales or total assets;
(2) A person with $141.8 million or more of total assets
or annual net sales proposes to acquire voting securities or assets
of a person not engaged in manufacturing with $14.2 million or
more of total assets (net sales test does not apply); or
(3) A person with $14.2 million or more of total assets
or annual net sales proposes to acquire voting securities or assets
of a person with $141.8 million or more of annual net
sales or total assets.
For the purposes of applying the thresholds, "person"
means the ultimate parent entity of the party engaged in the
transaction.
Note that certain exemptions may apply depending on the nature
of the transaction and the nature and location of the assets and
entities involved. Consequently, additional analysis is often
required before making a final determination regarding the need for
a filing.
Filing fee thresholds also have been adjusted: (i) $45,000 for
transactions below $141.8 million, (ii) $125,000 for transactions
of $141.8 million or more but below $709.1 million, and (iii)
$280,000 for transactions of $709.1 million or more.
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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