Date
Rule
802,51, 803.9
Response/Comments
Advised that the filing fee is based on the value of v/s held as a result of the acquisition. The foreign portion of a v/s acquisition cannot be carved out unless the entire acquisition is exempt under 802.51.
File
Original Image File
(56.98 KB)
Question
From: (redacted)
Sent: Tuesday, March 23, 2004 7:23 AM
To: Verne,B. Michael
Subject: Yesterday'sconversation
Michael, as a follow up toyesterday's conversation about two UK companies merging, both with US assets,and our client being the acquired entity as a result of our client'sshareholders holding 49% of the shares in the new company ( our SH will receiveshares in the other company in exchange for our client's shares) does it matterin terms of the size of the transaction ( and resulting fee) that the sharesare not US voting securities. The client had sticker shock over the filing feein light of the modest US presence (albeit high enough to require filing)