8612001 Informal Interpretation

(redacted)

December 1, 1986

Andrew Scanlon, Esq.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re:

Dear Mr Scanlon:

This letter is to confirm my understanding of the informal interpretation I received orally from you on December 1, 1986, under C.F.R. 803.30, concerning whether a particular transaction is exempt from the premerger filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18(a). The proposed transaction involves the purchase by a U.S. corporation of the following: fifteen percent (15%) of the stock of a United Kingdoms corporation, and a royalty right entitling the owner to ten percent (10%) of the U.K. corporations profits. The U.K. corporation has no assets, operations or sales in the United States. Both the stock and the royalty right are currently owned by a U.S. corporation.

Based upon these facts, your interpretation was that the proposed transaction is exempt from the premerger filing requirements. The stock portion of the proposed transaction is exempt under 16 C.F.R. 802.50 (a), because this is an acquisition of an assets located outside the United States, to which no sales in or into the United States are attributable. The royalty right is deemed to be located outside the United States because the royalty is based solely on the activities of the U.K. corporation, and is directly related to the purchase of the securities of this corporation.

I would appreciate your confirming that under the facts as stated above, my understanding of your interpretation is correct. Please call me at (redacted) your earliest convenience. Thank you very such for your prompt assistance in this matter.

Sincerely,

cc: (redacted)