---
kind: "section"
citation: "16 C.F.R. § 801.4"
title: "16"
number: "801.4"
heading: "Secondary acquisitions."
url: "https://uscodex.org/cfr/16/801.4"
---

# §801.4. Secondary acquisitions.

- (a) Whenever as the result of an acquisition (the “primary acquisition”) an acquiring person controls an entity which holds voting securities of an issuer that entity does not control, then the acquiring person's acquisition of the issuer's voting securities is a secondary acquisition and is separately subject to the act and these rules.
- (b) **Exemptions.**
  - (1) No secondary acquisition shall be exempt from the requirements of the act solely because the related primary acquisition is exempt from the requirements of the act.
  - (2) A secondary acquisition may itself be exempt from the requirements of the act under [section 7A(c)](/cfr/16/7A.md?p=c) or these rules.
- (c) Where the primary acquisition is—
  - (1) A cash tender offer, the waiting period procedures established for cash tender offers pursuant to sections [7A(a)](/cfr/16/7A.md?p=a) and [7A(e)](/cfr/16/7A.md?p=e) of the act shall be applicable to both the primary acquisition and the secondary acquisition;
  - (2) A non-cash tender offer, the waiting period procedures established for tender offers pursuant to [section 7A(e)(2)](/cfr/16/7A.md?p=e-2) of the act shall be applicable to both the primary acquisition and the secondary acquisition.

## Notes

### Amendments

[43 FR 33537, July 31, 1978, as amended at 48 FR 34432, July 29, 1983; 52 FR 7080, Mar. 6, 1987; 66 FR 8688, Feb. 1, 2001; 67 FR 11902, Mar. 18, 2002; 70 FR 4990, Jan. 31, 2005; 70 FR 11511, Mar. 8, 2005]

### Authority

Authority: 15 U.S.C. 18a(d); 15 U.S.C. 18b.

### Source

Source: 43 FR 33537, July 31, 1978, unless otherwise noted.

### Amendments

[43 FR 33537, July 31, 1978, as amended at 48 FR 34432, July 29, 1983; 52 FR 7080, Mar. 6, 1987; 66 FR 8688, Feb. 1, 2001; 67 FR 11902, Mar. 18, 2002; 70 FR 4990, Jan. 31, 2005; 70 FR 11511, Mar. 8, 2005]