0608001 Informal Interpretation

From:(redacted)

Sent:Wednesday, August 02, 2006 8:24 AM

To:Verne, B. Michael

Subject:Informal interpretation request

Mike: Could you please confirm(and, if you like, comment upon) my HSR analysis of the following transaction:

Buyer is a foreign entitywhose ultimate parent is a foreign person. Seller is a foreign entity whoseultimate parent is a foreign person.

Buyer will acquire from Sellerall of the stock of several foreign corporations and a controlling interest ina foreign partnership.

All of the target entitiessell (and in the most recent year sold) all of their output to a tradingcompany (foreign) affiliate of the Seller, which in turn re-sold that outputworldwide, including some sales into the US.

The trading company affiliateof the Seller is not part of the deal and will remain with seller.

The foreign corporations andpartnership being acquired had no direct sales in or into the US in themost recent year (and none of them has any US assets).

My analysis is that 802.51exempts the transaction, and I don't have to analyze the Seller tradingcompany's sales to see whether it sold in or into the US more than$56.7 million of output traceable back to the entities that are being acquired.True?