Question
August 6, 2002
Via Facsimile
Nancy M. Ovuka, Esq. [sic]
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580
Re:Premerger Notification Analysis
DearMs. Ovuka:
This letter seeks to confirm our discussion of July 24, 2002, concerning theavailability of 16 C.F.R 802.51(a) to exempt a contemplated transactionfrom the Pre-Merger Notification requirements of the Hart-Scott-RodinoAntitrust Improvements Act, 15 U.S.C. 18a. The facts of the transactionare as follows.
A United States person seeks to acquire the voting securities of a foreignissuer. The issuer currently consists of two divisions, one of whichwill be sold or spun off to a third party or parties prior to theacquisition of the foreign issuer's shares. Based on an analysis of itsconsolidated. financials, which includes both foreign and U.S. activities, theissuer had assets in the United States or sales in or into the United States inexcess of $50 million in its most recent fiscal year. However, after thedivision targeted for sale is sold, the foreign issuer will have assetsin the United States of less than $50 million and sales in or into the UnitedStates of less than $50 million both in its current and mostrecently concluded fiscal year. Thus, when the issuer's stock is acquired thetransaction will qualify for the exemption set for in 80.51 (a).
I would be grateful if you would contact me at the above phone number or emailaddress to confirm this analysis or to correct it if it is erroneous.
Very truly yours,
(Redacted)