This due diligence questionnaire is provided to gather information required to evaluate antitrust aspects of the proposed transaction. It lists certain information that is required in order to assess the competitive consequences of the proposed acquisition, and, to determine is preparation of any required Hart-Scott-Rodino filing is necessary.
New Jersey Hart Scott Rodino Questionnaire
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How to fill out New Jersey Hart Scott Rodino Questionnaire?
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The size-of-person test applies to transactions valued at less than $200 million (as adjusted, $403.9 million) and is based on the total assets and annual net sales of the ultimate parent entities (UPEs) of the acquiring and acquired persons.
Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information Act requests.
If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.
The HSR "size of parties" threshold generally requires that one party to the transaction have annual net sales or total assets of $202 million or more (up from $184 million in 2021), and that the other party have annual net sales or total assets of $20.2 million (up from $18.4 million).
The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the $50 million (as adjusted) threshold because it started at $50 million and is now adjusted annually. For 2022, that threshold will be $101 million.
The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ.
Once both parties have filed, a specific merger review timeline begins. For most but not all transactions, this starts with an initial 30-day waiting period. For cash tender offers and bankruptcies, the initial waiting period is only 15 days.
The HSR Act requires that parties to mergers and acquisitions, including acquisitions of voting securities and assets, notify the DOJ and the FTC, and observe a statutory waiting period if the acquisition meets specified size-of-person and size-of-transaction thresholds and doesn't fall within an exemption to the
If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.
BACKGROUND. The HSR merger review process generally requires the parties to transactions with a fair market value that exceeds annually adjusted thresholds to file premerger notifications with the FTC and the Antitrust Division. The parties must then wait 30 days7 (the Initial Waiting Period) before closing.
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Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ... That test will make the transaction reportable generally only where one party has sales or assets of at least $202 million (increased from $184 ...For an HSR filing to be required in this range, one party must have annual net sales or total assets of at least $168.8 million (up from $161.5 ... If you have any questions about these changes, or generally about HSR, merger review and other antitrust matters, please contact Michael A. Finio at ... Since Democrats took the reins at the Federal Trade Commission, they have made changes to the merger review process that have drawn ... 18a, enacted as Title II of the Hart-Scott-Rodino Antitrust Improvements ActFor questions about how to file Premerger notification or for information ... Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act, Third Edition,The Appendices include the complete statute, new and revised Rules, ... The attorney expressed alarm at the questions, describing them as "an abuse" of the merger review process under the Hart-Scott-Rodino ... § 18a, enacted as Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act or the Act) and the Federal Trade Commission's (FTC's) ... A more complete description of these and other material risks can be foundOther generics manufacturers?including Alvogen of New Jersey and Sun Pharma ...