0611001 Informal Interpretation

From:(redacted)

Sent:Wednesday, November 01, 2006 4:28 PM

To:Verne, B. Michael

Subject:Question re Intraperson Exemption

Dear Mike:

Ourclient proposes to acquire (over a period of time) 100% of the votingsecurities of an issuer through multiple acquisitions. In the firstacquisition, the acquiring person would acquire 51% of the voting securities ofthe issuer, for approximately $51 million. That initial acquisition, on itsown, would not be reportable as the Size of Transaction test is not met.

Itis unclear at this time when the subsequent acquisitions would take place (thecurrent draft agreement contemplates only the first acquisition of 51%), but Iwanted to confirm with you that the intraperson exemption would apply for anyof the subsequent acquisitions. Once the acquiring person acquires 51% of thevoting securities in the first non-reportable acquisition, is my understandingcorrect that the intraperson exemption would apply to subsequent acquisitionssuch that those acquisitions would not trigger HSR?

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