Premerger Notification; Reporting and Waiting Period Requirements
The Commission is amending the premerger notification rules (``the Rules'') to provide a framework for the withdrawal of a premerger notification filing under the Hart Scott Rodino Act (``the Act'' or ``HSR''). The Act and Rules require the parties to certain mergers and acquisitions to file reports with the Federal Trade Commission (``the Commission'') and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (``the Assistant Attorney General'') (collectively, ``the Agencies'') and to wait a specified period of time before consummating such transactions. The reporting and waiting period requirements are intended to enable these enforcement agencies to determine whether a proposed merger or acquisition may violate the antitrust laws if consummated and, when appropriate, to obtain effective preliminary relief in federal court to prevent consummation. This final rulemaking sets forth the procedure for voluntarily withdrawing an HSR filing, establishes when an HSR filing will be automatically withdrawn if a filing publicly announcing the termination of a transaction is made with the U.S. Securities and Exchange Commission (``SEC'') under the Securities Exchange Act of 1934 and rules promulgated under that act, and sets forth the procedure for resubmitting a filing after a withdrawal without incurring an additional filing fee.