0805017 Informal Interpretation

From:

(redacted)

Sent:

Thursday, May 29, 2008 1:12 PM

To:

Verne, B. Michael

Subject: FW: (redacted)-Agreements

I have atransaction in which an uncontrolled foreign Newco is acquiring 100% of aforeign issuer which had sales in the US of $50 million but assets here of $65million. As the acquiring person is a Newco, it will not meet the size ofperson test. One question relates to the value of the voting securities to beacquired. As I noted in an earlier e-mail, the purchase price is determinedplus a fixed interest rate from December 31, 2007 until the closing, slated tooccur on July 1.

1.Purchase price for the shares:USD 246m

2.Purchase price for the shares +interest until closing: USD 251 million

3.Purchase price for the shares +interest until closing + debt not to be refinanced: USD 290 million

Is it correct thatthe value of the debt not to be refinanced of the target need not be includedas this is an acquisition of voting securities? And, is it correct that forpurposes of 802.51 (b)(2) ,attached below, that if the acquired person as awhole, and not just the entity to be acquired, has sufficient U.S. assets or sales, this exemption is not available?

(2) If controlling interestsin multiple foreign issuers are being acquired from the same acquired person,the assets located in the United States and sales in or into the United Statesof all the issuers must be aggregated to determine whether either $50 million(as adjusted) limitation is exceeded.

(c) Where a foreign issuerwhose securities are being acquired exceeds the threshold in paragraph (b)(l) ofthis section, the acquisition never the less shall be exempt where:

(1) Both acquiring andacquired persons are foreign;

(2) The aggregate sales ofthe acquiring and acquired persons in or into the United States are less than $50million (as adjusted) in their respective most recent fiscal years;

(3) The aggregate totalassets of the acquiring and acquired persons located in the United States (other than investment assets, voting or nonvoting securities of anotherperson, and assets included pursuant to Rule801.40(d)(2) of this chapter)are less than $110 million (as adjusted); and

(4) The transaction does notmeet the criteria of Section 7A(a)(2)(A).