0706001 Informal Interpretation

From: (redacted)

Sent: Friday, June 01, 2007 2:25 PM

To: Verne, B. Michael

Subject: Cash tender offer question

Hi,Mike -

I haven't talked to you in a whileand I hope you are well. I have a question about cash tender offers. We have asituation in which a foreign company is acquiring the voting securities of aforeign issuer through open market purchases on a foreign exchange. Thetransaction may be subject to HSR filing requirements, not eligible for the802.51 exemption. In the event this transaction is reportable, I am trying todetermine whether it would be subject to treatment as a "cash tenderoffer" under 801.1 (g)(2), given that it is a tender offer (in the genericsense) and the consideration is all cash. The problem I see is that the foreigncash tender offer might not be considered a "tender offer" under801.1(g)(1), which specifies that it must meet the definition of section 14 ofthe Securities Exchange Act of 1934, 15 U.S.C. 78n. As it is a foreign openmarket purchase transaction, it would not seem to meet the SEC definition.

So my question is whether thedefinition of "cash tender offer" in 801.1(g)(2) is intended to reachgenerically all tender offers with cash as the consideration, or whether anelement of this definition is that the tender offer be made only on a U.S.exchange.

Thanks,

(redacted)