US Merger Guidelines

1
US Merger Guidelines

• Does the merger significantly increase
  competition?
• Source Mergers, Acquisitions And Corporate
  Restructurings by Patrick A. Gaughan, John Wiley
  Sons, 2002.

2
US Merger Guidelines

• Does the merger significantly increase
  competition?
• What are the potential anticompetitive effects.

3
US Merger Guidelines

• Does the merger significantly increase
  competition?
• What are the potential anticompetitive effects.
• Could an anticompetitive situation be mitigated
  by new entrants?

4
US Merger Guidelines

• Does the merger significantly increase
  competition?
• What are the potential anticompetitive effects.
• Could an anticompetitive situation be mitigated
  by new entrants?
• Are there any offsetting efficiency gains that
  might mitigate anticompetitive effects?

5
US Merger Guidelines

• Does the merger significantly increase
  competition?
• What are the potential anticompetitive effects.
• Could an anticompetitive situation be mitigated
  by new entrants?
• Are there any offsetting efficiency gains that
  might mitigate anticompetitive effects?
• Would either party fail or exit the market if the
  transaction does not occur?

6
HSR Filing Requirements

• The size of the transaction is 200 million or
  more OR
• The size of the transaction is at least 50
  million AND one party has sales or assets of 100
  million or more AND the other party has sales or
  assets of 10 million or more.
• Governments initial review period is 30 calendar
  days extendable for an additional 30 calendar
  days.

7
HHI Formula

• The Herfindahl-Hirschman Index (HHI) is a
  concentration measure based on the market shares
  of all firms in the industry. It is simply the
  sum of the squares of market shares of each firm
  in the industry.

8
HHI Thresholds