Appendix 23. Merger Investigation Model Waiver Letter

• Pages: 485-486

485

APPENDIX 23

MERGER INVESTIGATION MODEL WAIVER

LETTER

[DATE]

BY FACSIMILE

[CONTACT NAME]

[ADDRESS]

Re: [CASE REFERENCE]

Dear [CONTACT]:

As we have discussed, the U.S. Department of Justice would like to

discuss information with officials of [FOREIGN AGENCY NAME] to

facilitate our review of the proposed transaction. Therefore, we request

that [NAME OF MERGING PARTY] waive the confidentiality

restrictions that prohibit the U.S. Department of Justice’s Antitrust

Division from sharing confidential information obtained from [NAME

OF MERGING PARTY] in the course of our investigation.

The following language is modeled on waivers used in prior

investigations:

On behalf of [NAME OF MERGING PARTY ("COMPANY")],

including its domestic and foreign parents, predecessors, divisions,

subsidiaries, affiliates, partnerships and joint ventures, and all directors,

officers, employees, agents and representatives of the foregoing,

Company hereby agrees to waive the confidentiality restrictions that

govern the U.S. Department of Justice’s investigation of the proposed

transaction [DEFINE] under the Hart-Scott-Rodino Act, the Antitrust

Civil Process Act, and other applicable laws and regulations

(collectively, "the Confidentiality Rules") to the extent set forth in this

letter. Specifically, Company agrees that the U.S. Department of Justice

may disclose to individuals investigating the proposed transaction on