0405007 Informal Interpretation

From:(redacted)

Sent:Thursday, May 13, 2004 2:11 PM

To:Verne, B. Michael

Subject: HSR Question

Hi Mike,

Quick HSR question for you -just want to confirm my understanding that no filing would be required.

FP is a US private equity fund (2.5billion in assets). It is going to acquire stock in a Dutch Company("Dutch Co.") Dutch Co. current has outstanding stock, Series A andB. FP will acquire stock from the Series A and B holders for a total of $11million US. (Some investors are US based and others are not). Dutch Co willalso issue new stock, Series C, to FP and FP will pay Dutch Co. $25 million forthat. After paying the aggregate amount of $36 million, FP will hold about 52%of the total outstanding stock of Dutch Co. Dutch Co. has assets and sales inthe US ofless than $50 million per year. Given the level of Dutch Co's sales and assetsin the US andthe fact that total consideration is less than $ 50 million, I don't see any US filing requirement.

Please don't hesitate to call me withany questions.