[Code of Federal Regulations]
[Title 16, Volume 1]
[Revised as of January 1, 2005]
From the U.S. Government Printing Office via GPO Access
[CITE: 16CFR801.14]

[Page 592]
 
                     TITLE 16--COMMERCIAL PRACTICES
 
                   CHAPTER I--FEDERAL TRADE COMMISSION
 
PART 801_COVERAGE RULES--Table of Contents
 
Sec. 801.14  Aggregate total amount of voting securities and assets.

    For purposes of Section 7A(a)(2) and Sec. 801.1(h), the aggregate 
total amount of voting securities and assets shall be the sum of:
    (a) The value of all voting securities of the acquired person which 
the acquiring person would hold as a result of the acquisition, 
determined in accordance with Sec. 801.13(a); and
    (b) The value of all assets of the acquired person which the 
acquiring person would hold as a result of the acquisition, determined 
in accordance with Sec. 801.13(b).

    Examples: 1. Acquiring person ``A'' previously acquired $36 million 
of the voting securities (not convertible voting securities) of 
corporation X. ``A'' now intends to acquire $8 million of X's assets. 
Under paragraph (a) of this section, ``A'' looks to Sec. 801.13(a) and 
determines that the voting securities are to be held ``as a result of'' 
the acquisition. Section 801.13(a) also provides that ``A'' must 
determine the present value of the previously acquired securities. Under 
paragraph (b) of this section, ``A'' looks to Sec. 801.13(b)(1) and 
determines that the assets to be acquired will be held ``as a result 
of'' the acquisition, and are valued under Sec. 801.10(b) at $8 
million. Therefore, if the voting securities have a present value of 
more than $42 million, the asset acquisition is subject to the 
requirements of the act since, as a result of it, ``A'' would hold an 
aggregate total amount of the voting securities and assets of ``X'' in 
excess of $50 million.
    2. In the previous example, assume that the assets acquisition 
occurred first, and that the acquisition of the voting securities is to 
occur within 180 days of the first acquisition. ``A'' now looks to Sec. 
801.13(b)(2) and determines that the previously acquired assets are not 
treated ``as part of the present acquisition'' because the second 
acquisition is of voting securities and not assets; thus, the asset and 
voting securities acquisitions are not treated as one transaction. 
Therefore, the second acquisition would not be subject to the 
requirements of the act since the value of the securities to be acquired 
does not exceed the $50 million size-of-transaction test.

[43 FR 33537, July 31, 1978, as amended at 66 FR 8689, Feb. 1, 2001; 67 
FR 11902, Mar. 18, 2002]