0605030 Informal Interpretation

From:(redacted)

Sent:Thursday, May 25, 2006 3:07 PM

To:Verne, B. Michael

Cc:Ovuka, Nancy M.; (redacted)

Subject: HSR question:applicability of 802.4 exemption for cash resulting in an
acquisition of voting securities falling below the reporting threshold

Dear Mr. Verne:

This message will confirm the telephone conversationthis afternoon (Thursday, May 25, 2006) in which we discussed a proposedacquisition in which Buyer would pay $60 million to acquire the votingsecurities of Target, a non-public issuer. Target holds at least $10 million incash, and the fair market value of its remaining assets (excluding the cash)would not exceed the reporting threshold of $56.7 million. Based on theforegoing, it is our understanding that the it is the position of the staff ofthe Premerger Notification Office that because the value of the cash isconsidered exempt under 16 CFR 802.4,and because the fair market value of the other, non-exempt assets is less than$56.7, the transaction is not subject to a reporting requirement,notwithstanding that the price paid for the securities will be $60 million.

Thank you for your time. I would appreciate aconfirmatory email that I have correctly summarized the substance of youradvice.