0505009 Informal Interpretation

From: (redacted)
Sent: Thursday, May 26, 2005 1:28 PM
To: Verne, B. Michael
Subject: Section 802.51

Mike:

I want to confirm the following: if a transaction is structured as the directacquisition of the voting securities of several foreign corporations (forreasons other than HSR), that the acquisition of any suchforeign corporations that have no US assets and no sales in or into the US areexempt.

For example, assume that the voting securities of five foreign corporations areto be acquired and three of the corporations have US assets and/or sales in theaggregate exceeding $53.1 million and that two of the corporations have no US assets and no US sales. My understanding is that theacquisition of the voting securities of the two foreign corporations that haveno nexus with US commerce is exempt and that the value of the transaction isbased on the value of the voting securities of the three foreign corporationsthat have US assets and/or US sales that exceed in the aggregate $53.1 million.

I would appreciate it if would confirm that my understanding of the office'sposition is correct.