0307007 Informal Interpretation

From: (redacted)
Sent: Tuesday, July 15, 2003 12:42 PM
To: Verne, Michael
Cc: (redacted)
Subject: 16CFR Section 802.51 (b)

Hi Mike - Company X, a Canadian corporation, is trying to figure out whether another company could acquire in excess of $50 million of their voting securities without having to make a premerger filing in the US. I am hoping for your guidance with respect to 16 CFR Section 802.51 (b). For purposes of analysis, please assume that company X has total assets and or sales in and into the US, greater than $50 million.

It is my understanding that a foreign person would not be required to file under the Act if the following conditions are met:

a) both the acquiring and acquired persons are foreign; and

b) The aggregate sales of the acquiring and acquired persons in or into the US are less than $110 million in their respective most recent fiscal years; and

c) The aggregate total assets of the acquiring and acquired persons located in the US are less than $110 million and

d) As a result of the transaction, the acquiring person would not hold. an amount of voting securities of the acquired person valued in excess of $200 million.

Did I get this right?

Can you think of any other exemptions - I think we can rest assured that this would not fall under the investment only exemption.