USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn, Veltrop & Harkrider LLP
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds Whether an entity meets the HSR size-of-person threshold is based on the revenues and assets of the Acquiring and Acquired Persons. See 2.4 Definition of “Control” and 2.6 Calculation of Jurisdictional Thresholds . 2.8 Foreign-to-Foreign Transactions Certain foreign-to-foreign transactions and acquisitions of foreign assets or voting securities by US entities that are otherwise covered by the HSR Act may qualify for an exemption. These exemptions are intended to exclude from HSR reportability acquisitions that may have limited significance or impact in the US. Under the HSR Rules, a foreign person is an entity whose UPE is not incorporated in the US, is not organised under the laws of the US and does not have its principal offices within the US, or, in the case of a natural person, a person who is not a citizen of the US and who does not reside in the US. Asset Acquisitions Acquisitions of assets located outside the US that generated aggregate sales in or into the USA of USD126.4 million or less in the most recent fiscal year are exempt. This exemption applies to acquisitions by both US and non-US acquirers. Asset acquisitions valued at USD505.8 million or less are exempt where both the Acquiring and Acquired Persons are foreign persons under the HSR Rules, the aggregate sales of the Acquiring and Acquired Persons in or into the USA are less than USD278.2 million, and the aggregate total assets of the Acquiring and Acquired Persons
located in the USA have a fair market value of less than USD278.2 million. Acquisitions of Voting Securities of a Foreign Issuer Acquisitions of voting securities of a foreign cor - porate issuer by a US person are exempt unless the issuer holds US-based assets (excluding investment assets, voting or non-voting secu - rities of another person, or certain credits or obligations related to joint ventures) with a fair market value of over USD126.4 million, or made sales in or into the USA, on an aggregate basis with its controlled entities, of over USD126.4 mil - lion in the most recent fiscal year. Acquisitions of voting securities of a foreign cor - porate issuer by a foreign Acquiring Person are exempt unless the acquisition will confer con - trol of the issuer and the issuer holds US-based assets or has made sales in or into the United States in excess of the thresholds described above. Even if an acquisition confers control and exceeds the thresholds described above, acqui - sitions of voting securities of a foreign corporate issuer by a foreign Acquiring Person are nev - ertheless exempt if the transaction is valued at USD505.8 million or less, the aggregate sales of the Acquiring and Acquired Persons in or into the USA are less than USD278.2 million, and the aggregate total assets of the Acquiring and Acquired Persons located in the USA (excluding investment assets, voting or non-voting securi - ties of another person, or certain credits or obli - gations related to joint ventures) are valued at less than USD278.2 million.
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