Question
From: (redacted)
Sent: Thursday, September 22, 2005 4:53 PM
To: Verne, B. Michael
Cc: (redacted)
Subject: question
Mike -
I'm hoping to get your thoughts onthe following:
Assetsof Company A, a US issuer, and voting securities of Company B, a foreign issuercontrolled by A are being acquired by Company C, a foreign person, in a singletransaction. The aggregate value of the assets and the shares is more thanUS$53.1 million, but the value of the US assets isless than US$53.1 million. Under Rule 801.14 we must aggregate the value of theassets and the voting securities but 801.15(d) provides that voting securitiesexempted under Rule 802.51 (b) may be excluded from the calculation. Do we needto aggregate the sales in the US generated by the US assets of Company A with thesales in or into the US made by Company B to determine if 802.51 (b) applies?
Examples to 802.51 and 801.15 leadme to differing conclusions!