Question
From:
(redacted)]
Sent:
Tuesday, September 09,20089:52 AM
To:
Verne, B. Michael
Subject: HSR:sales not considered in or into the U.S.
Mike,
I am writing toconfirm my understanding as to what constitutes "sales in or into" theUnited States for purposes of 16 C.F.R. 802.50 and 802.51.
A part of aproposed transaction involves the acquisition of a Canadian entity("Canadian Target") that owns a manufacturing plant in Canada. The plant manufactures and assembles certain parts for automobiles. The sales byCanadian Target are made to customers in Canada, and the products sold byCanadian Target ultimately are incorporated in new automobiles.
The automobileparts sold by Canadian Target are not designed in such a way that they can onlybe sold in the United States, and Canadian Target does not control where theautomobile parts it sells to customers in Canada are ultimately resold.
The automobilesthe parts are incorporated into maybe sold primarily in the United States. However, we understand that these are not automobiles that can only be soldin the United States.
Please confirm myunderstanding is correct that the sales made by Canadian Target do notconstitute "sales in or into" the United States under the HSR rules.
Best regards,