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Date
Rule
801.13, Form
Staff
Michael Verne
Response/Comments
Yes Buyer would aggregate the value of the voting securities with the assets to be acquired. This would be reflected in Items 2 and 3, but not in Items 5 and 7 because it is not a controlling interest in Target.

Question

From: (redacted)

Sent: Tuesday, April 24, 2007 2:34 PM

To: Verne, B. Michael

Subject: Asset transaction acquisition priceRules 801.13 - 801.15

Mike,

Here we have anasset transaction. Buyer may hold a minority position in the target, theholding did not require an HSR filing. Would the buyer's holding of the votingsecurities be aggregated with the assets to be purchased and reflected in items2-3 and 5-7? If reported in items 5-7 would all of the targets revenues,entities be included?

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