Question
From: (redacted)
Sent: Friday,July 29, 2005 12:35 PM
To: Verne, B. Michael
Cc: Peay, Sandra M.
Subject: Section 802.51question
Section 802.51 (c ) (2) of the HSRRegulations provides that if aggregate sales of the acquiring and acquiredpersons in or into the US are less than $110 in their respective most recentfiscal years, a transaction would be exempt. In my situation, the AcquiringPerson had no revenues in the US in its 2004 fiscal year. In 2005 itacquired a company ("NEWCO") that had revenues in the US. Presumably we don't look at the 2005 revenues since that is notits most recent fiscal year, but do we look at the 2004 revenues that NEWCO generatedfor its former owner for purposes of this determination?
Also, with regard to Section 802.51 (c ) (3), at what point of time is thevaluation of the assets looked at? Most recently prepared balance sheet? Dateof filing? End of prior fiscal year?
If you could let me know it would be appreciated. If you would like to speakover the phone, I can be reached at (redacted).
(Redacted)