36-06 DUE DILIGENCE HANDBOOK
36-02: Hart-Scott-Rodino Questionnaire (Antitrust Compliance Filings)
RE: Information Required to Evaluate Antitrust Aspects of Proposed Transaction
Following is a listing of certain information we require in order to assess the competitive consequences of
the proposed acquisition, and, if appropriate, to begin preparation of any required Hart-Scott-Rodino filing.
In answering the following questions, please clearly specify whether the information provided relates to the
Target Company, or to both the Target Company and the Acquiror. This information is outlined below.
1. Identify any product/geographic overlaps. It is our understanding that both the Target Company and
Acquiror sell to large customers such as Alpha, Bravo and Charlie similar products throughout the United
States. Please identify the SIC codes in which the revenues from the sale of those products or services are
reported and provide the SIC revenue data for 20__ and for the most recent fiscal year.
2. Market definition. Identify any other products that can be used to perform the same functions as the over-
lap products. (For example, could any alternative or related product be considered a competitive equivalent
of the product?) Would customers be likely to switch to these products in response to a 5% increase in price?
Please be specific.
3. Structure of the relevant market(s). It is our understanding that the following firms design, manufacture and
market products similar to those offered by the Target Company and Acquiror:
Product #1 Product #2
One Industries: 30% One: 42-45%
Two: 20% Two: 13%
Three Corp: 15-20% Three Corp: 12%
Four Partners: 9-10% Four Partners: 7%
Five Ltd: 6-7% Five Ltd: 5%
Please confirm or revise as appropriate the market share estimates above. Also, identify any additional
firms that would be able to begin producing these products within one year without making any significant
sunk (i.e., non-recoverable) costs.
4. Competitive effects.
a. Unilateral effects
1. Is the transaction likely to give the merged firm the ability to raise prices unilaterally?
Yes _____ No _____
2. Are the merging firms particularly close competitors?
Yes _____ No _____
3. What would customers be likely to do in response to an attempted price increase by the merged entity?
4. How easy would it be for other firms to reposition their products to defeat a price increase by the
Easy _____ Difficult _____