Question
From: (redacted)
Sent: Thursday, March 27, 2008 9:38 AM
To: Verne, B. Michael Subject: HSR Advice Mike,
We are seeking informal HSR advice on the issue ofassessing whether ISSUER A, described below, is a foreign issuer pursuant to 801.1(e).
ISSUER A is not incorporated in the U.S. orotherwise organized under U.S. law (although ISSUER A's shares are publicly tradedon a U.S. stock exchange). In accordance with the three part test set out in801.1(e), the sole issue that we need to confirm is that ISSUER A's"principal offices" are located outside of the U.S.
PARENT A, a foreign company, is the ultimate parententity of ISSUER A. ISSUER A also is incorporated under the laws of the sameforeign country and its global worldwide headquarters are located there as well(currently about 140 employees are based in that office and next year it isexpected that about 260 employees will be located there ). ISSUER A alsomaintains a U.S. headquarters, which is larger than the Swissheadquarters in terms of size and number of employees. Each of the threecorporate officers of ISSUER A maintains an office in both the U.S. and itsforeign headquarters locations. The vast majority of documents that requiresignatures that are binding upon ISSUER A are executed in the foreignheadquarters.
ISSUER A generates more than half of its revenueoutside of the U.S. and derives more than half of its profits outside the U.S.ISSUER A's business is based largely on technology/intangible assets that arenot reflected on its balance sheet. On a fair market value basis, more thanhalf the value of the company is held outside the U.S.
ISSUER A's Board is comprised by a majority ofnon-U.S. directors. Last year ISSUER A conducted three out of four Boardmeetings outside the U.S. (and none at its US headquarters) , with similarplans for 2008. Thereafter, no Board meetings are expected to take place in theU.S. for the next few years.
We greatly appreciate your advice on this issue.
Bestregards,