0810012 Informal Interpretation

From: (redacted)

Sent: Friday, October 31, 2008 10:20 AM

To: Verne, B. Michael

Cc: (redacted)

Subject: Valuationof U.S. Assets Held By Foreign Issuer Pursuant to Section 802.51 (a)

Mike,

For purposes of 802.51(a), in determiningthe value of Target's assets "located in the United States (other thaninvestment assets, voting or nonvoting securities or another person, and assetsincluded pursuant to 801.40(d)(2)," must accounts receivable be consideredin the calculation of the assets?

Patrick Sharpe's response in 1995regarding a related 802.51(b) question suggests that a right to receive cashpresently or at some future date, like accounts receivable, would be considered"investment assets" within the meaning of Rule 801.1(i)(2), and hencenot included in the value of the assets.http://www.ftc/bc/hsr/informfal/opinion/9508003.htm. However, a more recentletter directed to you in 2005 suggests that the Acquiring Party consideredTarget's accounts receivable in its calculation of the Target's US assets. http://www.ftc/bc/hsr/informfal/opinion/506003,htm. It looks to me that you wereanswering the goodwill question, not necessarily agreeing with the inclusion ofaccounts receivable, so I'd be interested in your views directly addressing theaccounts receivable question.

The aggregate sales of the Target in orinto the U.S. do not exceed $63.1 million.

As always, thank you for your time andassistance.

Best regards,

ID