1. US Merger Guidelines 1.Does the merger significantly increase competition? Source: Mergers, Acquisitions And Corporate Restructurings by Patrick A. Gaughan, John Wiley & Sons, 2002.

2. US Merger Guidelines 1.Does the merger significantly increase competition? 2.What are the potential anticompetitive effects.

3. US Merger Guidelines 1.Does the merger significantly increase competition? 2.What are the potential anticompetitive effects. 3.Could an anticompetitive situation be mitigated by new entrants?

4. US Merger Guidelines 1.Does the merger significantly increase competition? 2.What are the potential anticompetitive effects. 3.Could an anticompetitive situation be mitigated by new entrants? 4.Are there any offsetting efficiency gains that might mitigate anticompetitive effects?

5. US Merger Guidelines 1.Does the merger significantly increase competition? 2.What are the potential anticompetitive effects. 3.Could an anticompetitive situation be mitigated by new entrants? 4.Are there any offsetting efficiency gains that might mitigate anticompetitive effects? 5.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. Government’s 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. Post merger HHIChallenge? < 1000No 1000 to 1800 Investigate if HHI increased by at least 100 points > 1800Challenge if HHI increased by at least 50 points HHI Thresholds