0511019 Informal Interpretation

From: (redacted)

Sent: Friday, November 18, 2005 1:48 PM

To: Verne,B. Michael

Mike:

I have adifferent twist on the transaction that you and I discussed this morning.

A foreigncompany ('A") is creating two new wholly-owned subsidiaries, B and C. Awill then "sell" to B and C certain of its assets. B and C are notmaking any immediate payment to A for the assets. As a result, A will hold areceivable for the value of the assets and B and C will owe a debt to A for thevalue of the assets.

A will then sellthe shares of B and C to X. X will pay A $45 million for the combined shares ofB and C. At the same time, X will pay-off to A the combined debt that B and Cowe to A (about $50 million).

Case # 97 in theABA Premerger Notification Practice Manual would seem to indicate that becauseX is buying the voting securities of B and C (rather than assets), the factthat X is paying off B and C's debt to A would not be considered in valuing theshares being acquired. In other words, the acquisition of the shares of B and Cwould be valued at $45 million, not $95 million.