1006009 Informal Interpretation

From:

(Redacted)]

Sent:

Tuesday, June 22, 2010 12:32 PM

To:

Verne, B. Michael[

Subject: HSR question regarding 802.51(b) Mike, [ have questions about 16 CFR section 802.51 (b) and the requirementfor "control[" to be obtained by the Acquiring Person for a foreignpersons' acquisition of the shares of a foreign issuer to be potentiallyreportable.

(1) [s there any"device for avoidance" issue if a foreign acquiring person:

(a)acquires voting securities of a foreign issuer up to but not over 50% (andtherefore not acquiring control) as an initial step, and then

(b) filesHSR prior to acquiring an amount of voting securities that gives it control(over 50% of the voting securities) of the foreign issuer?

Assume that the acquisition in the firststep (the acquisition of a non-controlling amount of voting securities of aforeign issuer) is valued over $63.4 million and that the foreign issuer hasthe requisite US assets such that 802.51 (b) would NOT apply to an acquisitionof control.

(2) Wouldit matter if a single agreement provided for the acquisition of the sharesincluded in both steps?

(3) [f theforeign acquiring person filed an HSR for an acquisition of control prior toacquiring any voting securities of the foreign issuer, could it acquire up tobut below 50% of the foreign issuer's voting securities during the pendency ofthe HSR waiting period?

ABA Premerger Notification PracticeManual Interpretation 231 suggests that a[[ three of the above would beallowed, but [ wanted to confirm that this is still the position of the PNO.