0907012 Informal Interpretation

From:

(redacted)

Sent:

Thursday, July 16, 2009 2:10 PM

To:

Verne, B. Michael

Cc:

(redacted)

Subject: 802.50Issue

Dear Mike

Thank you for speakingwith me today about the reporting requirements for an asset sale involvingforeign assets that have no direct sales to the United States. This emailconfirms the major issues that we discussed.

The assets to besold by our client (Company X) are located in Asia and produce an electroniccomponent (Product Y) that is used as an input in finished goods. Company Xships Product Y to customer plants in China, which incorporate the componentinto finished goods that are sold worldwide. Some of the customer plants areaffiliates of subsidiaries of US companies, and some of the purchase orders andpayments for Product Y originate in the US. However, title to Product Y alwayspasses to tl1e buyer outside the US. Further, Product Y can be used (and isused) in finished goods worldwide, and Company X does not control where suchfinished goods are sold.

Based on ourconversation--and consistent with Informal Staff Opinions 8608001(http://www.ftc.gov/opinions/8608001.htm) and 0205015 (http://www.ftc.gov/opinions/0205015.htm),and Interpretation 215, Premerger Notification Practice Manual (Fourth)--Iunderstand that the sales outlined above are not considered "sales in orinto the U.S." for the purpose of 802.50(a).

Thank you again foryour help.