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Date
Rule
801.13, 801.14
Staff
Michael Verne
Response/Comments
You are right that 801.12 reference all voting securities of the issuer, but 801.14 expands that to include the value of all voting securities of the acquired person. Aggregation of the B and Sub B voting securities is required.

Question

From:(redacted)

Sent:Friday, April 21, 2006 3:13 PM

To:Verne, B. Michael

Subject:Application of section 801.13

DearMr. Verne:

I would appreciate your assistance in resolving thefollowing issue regarding the application of the Size of Transaction Test.

A owns $50 million of voting stock in Corporation B.A intends to purchase $10 million of stock in Sub B, a subsidiary of B that isincluded within the same person as B. Since section 801.13" provides onlythat in determining the size of the transaction you must include the value of"all voting securities of the issuer which will be held by the acquiringperson after the consummation of the transaction," it would be myunderstanding that A does not need to aggregate the $50 million of votingshares in the parent with the $10 million in voting shares in the subsidiary toreach a $60 million size of transaction. Is that correct? Thank you for yourassistance.

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