Question
From: (redacted)
Sent: Thursday, November 14, 2002
To:Michael Verne
Subject:Question
Mike,
I have been asked to advise whethera US filingis necessary under the following conditions. Could you confirm that my nexusanalysis is correct as to the following:
Acquiring company is 100% owned by the government of (redacted).In the proposed transaction, Acquiring Company will acquire a line of businessfrom a (redacted) company. The transaction involves the acquisition ofboth stock and assets from a variety of different subsidiaries of the(redacted).
1. Acquiring company will acquire 100% of the sharesof a (redacted) sub of the (redacted) sub in turn has certain activesubsidiaries, which will become indirectly owned by the Acquiring Company.
2) A (redacted( subsidiary) of the Acquiring Company6will acquire a portion of the assets of a (redacted) sub of the (redacted) andthe assets of a (redacted) of the (redacted).
The Acquiring Company has assets in the US of about !.65million representing inventory stock (but no intellectual property rights), andsales in the US of about 4.4 million. (There are other State companies in(redacted) that may also own assets and have sales in the US). My firstassumption is that I would look at the stock and assets deals separately andlook at whether the nexus test is satisfied with respect to each oneseparately. (Although not for purposes of determining the value of thetransaction, the stock and asset deals would be aggregated). As to thestock deal, the deal will satisfy the nexus test if there is a change incontrol, which there is (at least to the direct acquisition) and if the issuer(the (redacted) I believe) holds assets in the US with a (redacted) over 50M ormade sale in or into the US over 50 mil last year. Please clarify that Ionly look to the sales of the issuer (the sub) for purposes of the nexus test,not to sales of the (redacted) in or into the US.
As to the asset deal, the nexus inquiry is whether as aresult of the deal, exceeding %0 million. For these purposes, I wouldthink the (redacted) is the (redacted) company in determining the US generatedsales and combine them with only the assets to be acquired in the calculation,not all US sales generating assets of the (redacted) parent?
Thanks very much for any assistance.
Best wishes,
(redacted)