0505020 Informal Interpretation

May 11, 2005

By email to novuka@ftc.gov

Nancy Ovuka, Esq.
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, D.C. 20580

Re: "Size of Transaction" Determination

Dear Nancy:

Thank youvery much for taking the time yesterday to discuss my question relating todetermination of the "size of transaction" under the HSR Rules.

I wanted toreview the basic facts I discussed with you. My client, "Company A,"is a publicly held corporation. It intends to acquire voting securities of"Company B," a privately held corporation, from the shareholders ofthat privately held corporation. The consideration for the acquisition will bea mix of cash and Company A's own publicly traded shares.

Based uponmy call with you, I understand that if the transaction will close within 45days, the transaction size would be the sum of the cash consideration paid tothe shareholders of Company B plus the value of the Company A shares paid toCompany B's shareholders, and that the value of the Company A shares would bedetermined based upon the lowest closing price of Company A's shares in that45-day period. If, however, the transaction will not close within 45 days, thesize of transaction will be the fair market value of Company B as determined bythe Board of Directors of Company A or their designee.

If I havecorrectly summarized your advice, I would appreciate it if you would pleaseinitial this letter to confirm that. If I have misunderstood the guidance thatyou provided, I would appreciate it if you could contact me by email (redacted)or telephone (redacted).

Again, thankyou very much for taking the time to discuss this with me.