Question
ByFacsimile Transmission
March 1, 2005
Mr. Michael Verne
Premerger Notification Office
Bureau of Competition, Room 303
Federal Trade Commission
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C. 29580
Dear Mr. Verne:
Thiscorrespondence concerns our conversation of February 28, 2005 in which I described the following factual circumstances:
Company A and Company B, both foreign companies, are establishinga new joint venture, Company C, which is also a foreign entity, Company A andCompany B are each contributing subsidiaries, and perhaps other assets, toCompany C. Company A will own in excess of 50 percent of Company C, and CompanyB will own the remainder of Company C.
Inanalyzing this transaction for purposes of HSRfiling requirements, I expressed the view that all of the subsidiaries andother assets transferred by Company A to Company C will be exempt under the newinterperson exemption to be set forth in amended 16 C.F.R. 802.30 and that thiswill be the case whether Company C is viewed as a corporation or unincorporatedentity within the meaning of the new 16 C.F.R. 801.50, Thus, forpurposes of determining whether an HSR filing isnecessary, Company A need only look at the contributions being made by CompanyB to Company C. If it should turn out that the contributions by Company B toCompany Care exempt under the foreign exemptions set forth in 16 C.F.R. 802.50or 802.51, then no HSR filing will be necessary by Company A.
Myunderstanding is that you concur with the above expressed analysis; however,should that be incorrect, please let me know as soon as possible.
Thank you for your assistance.