0103011 Informal Interpretation

March 22, 2001

VIAFACSIMILE

MichaelVerne
Federal Trade Commission
Premerger Office
Room 314
600 Pennsylvania Avenue, N.W.
Washington,D.C. 20580

Re: InquiryConcerning 802.50(b) Exemption

DearMike-

I am writing to confirm my understanding of the advice yougave me during our telephone conversation of March 16, 2001, concerning the applicationof 16 CF.R. 80250(b). Company A is a United States personwith (1) assets located in the United States with an aggregate book value in excess of $15 million and(2) annual sales in the United States of more than $25 million in its most recent fiscalyear. Company B Sub, a wholly-owned subsidiary of Company B, will mergewith and into Company A, with Company A surviving as a wholly-owned subsidiaryof Company B. In consideration for their Company A voting securities,shareholders of Company A will receive both voting securities in Company B andcash. Company B is a foreign issuer. Before the merger, Company Bdoes not hold assets located in the United States with an aggregate book valuein excess of $15 million and does not make aggregate sales in or into theUnited States of $25 million or more.

According to our telephone conversation, it is myunderstanding that the analysis of whether the 16 C.F.R. 802.50(b)exemption would apply to the acquisition of Company B securities by Company Astockholders is based on the United States holdings and sales of Company Bbefore the consummation of the transaction. In the case at issue, becausepremerger Company B does not hold assets located in the United States with anaggregate book value in excess of $15 million or more, and did not makeaggregate sales in or into the United States of $25 million or more in its mostrecent fiscal year, the C.F.R. 802.50(b) exemption would apply to theacquisition of Company B voting securities by Company A shareholders in themerger.

Pleaseconfirm that my understanding is correct. I can be reached at (redacted)