0811001 Informal Interpretation

From:

(redacted)

Sent:

Tuesday, November 04, 2008 10:53 AM

To:

Verne, B. Michael

Subject: HSR Question Re ForeignGovernmental Corporations

Mike, I wanted to run a transaction byyou that I think we will need to make a filing on--it involves a foreigngovernmental corporation.

A subsidiary of Corporation A proposes topurchase voting securities of a company organized in a different foreigncountry B ("Target"). Corporation A is over 50% owned by foreigngovernment A (the foreign governmental corporation) and about 10% of its sharesare publicly traded in the US as ADRs and listed on the national exchange inits home country. Target is not organized in the same country as the foreigngovernmental corporation. Target is a holding company and controls one or moresubsidiaries that operate business in the United States.

First, it did not appear that 802.52would exempt this acquisition because the acquiring person is organized in aforeign country that is not the same as the foreign country in which the targetis organized. Can you please confirm.

Second, we looked at the exemption foracquisitions of voting securities of foreign issuers (as well as 802.4 and theexemption for acquisitions of foreign assets), but we believe the fair marketvalue of the assets located in the US exceeds the threshold.

It appears that the filing by theacquiring person would be made by the foreign governmental corporation andwould include information from the foreign governmental corporation (as theUPE) on down based on the definition of "entity" which excludesforeign governments but does not exclude corporations that are controlled bythe foreign government and engaged in commerce.

I believe that there are Englishtranslations of the financial statements filed with the SEC. Do we need to filefinancial statements in the original language as well? Also, I understood frommaterials on the website that 4(c) documents that are not in English need notbe translated for the filing, but if a translation exists, we need to file it.Please let me know if this is not correct.

I would appreciate any thoughts orcomments that you may have.

Also, I sent an email last Thursday onanother transaction involving state bank regulatory approval and was wonderingif you received it You may be out of the office.

Regards,