9903002 Informal Interpretation

(redacted)

March 3, 1999

Patrick Sharpe, Esq. [note 1]
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580

Re: (redacted) Joint Venture Between (redacted) (Termination of 50/50 Joint Venture)

Dear Mr. Sharpe:

On January 22, 1999, we spoke concerning the possible exemption of a transaction involving the buyout of a 50% [note 2] interest in a joint venture corporation by the other 50% owner. You advised me that you concurred in the view that such a buyout was exempt under Section 7A(c)(3), as an acquisition of voting securities of an issuer owned at least 50% by the acquiring person prior to the acquisition. You also requested me to notify you by letter of the details of the transaction, as a courtesy to the Commission.

(redacted) corporation (through its precedessor [sic] (redacted) formed (redacted) Transportation (redacted) as a (redacted) corporation, the voting securities of which are owned 50% by (redacted) and 50% by (redacted) [note 3] and (redacted) now propose that (redacted) purchase (redacted) voting securities holding in (redacted). Because (redacted) owned 50% of the voting securities in (redacted) prior to this purchase, it believes that the transaction is exempt under Section 7A(c)(3). [note 4]

For your information, a copy of the purchase and sale agreement in English is attached. Please note that (redacted) had U.S. revenues in the 1997 calendar year of approximately DM302 million, or about US $168 million.

Please do not hesitate to contact me at (redacted) if you have any further questions concerning this transaction.

Very truly yours,

(redacted)

cc: (redacted)

[Note 5]