Question
From:(redacted)
Sent: Thursday, December 02, 2004 3:55 PM
To:Verne, B. Michael
Cc:(redacted)
Subject: HSR question
Hi Mike - I amhoping for your guidance on the following fact pattern:
Company A and CompanyB are planning to form a 50/50 Jt. Venture - JV X. Company A and Company B willcontribute European assets to JV X. JV X will conduct business through twoforeign LLC's (Dutch Co - which will be incorporated in the Netherlands andSwiss Co - which will be incorporated in Switzerland)
Company A is aCanadian issuer which was formed under the Canadian Business Corp. Act. CompanyA has about 1/3 of its offices in Canada, 1/3 in the US and 1/3 in Europe.Currently, many of the officers and directors are in the US.
Here are myquestions:
1. Is it safe toassume that Company A is a "foreign person"? The regs say that aforeign person has to be a foreign issuer and its principal offices can not bein the US.
2.Assuming thatboth Company A and Company B are foreign persons:
a) Under 802.51(b), when calculating the $50 million asset and revenue numbers,would we look only to the assets being contributed to the JV (which is theissuer being acquired)?
b) Under 802.51 (c) (2), in calculating the $110 million in or into the US, doyou look at the UPE of Company A and Company B?
I look forward to hearing from you.Thanks