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Date
Rule
802.4
Staff
Michael Verne
Response/Comments
The assets of C, if acquired directly by A would be exempt under 802.30(a), so if the assets that B holds, other than the assets in C, are not valued in excess of $63.1 MM the acquisition of B would be exempt under 802.4.

Question

From: (redacted)

Sent: Thursday, October 30, 2008 10:11 AM

To: Verne, B. Michael

Subject: Intra-person inquiry

Yet another inquiry.

If foreign person A plans to buy foreignCorp Band B's main holding is a US subsidiary C which is owned 50/50 byA and B, in determining B's assets in the US or sales in or into the US mustone include C or can one carve that out as it is currently held by A for HSRAct purposes?

Or is that a moot point because even if802.51 is not available one would revert to 802.4 and conclude that theseassets are exempt under 802.30 and the sole issue would be whether B had othernon-exempt assets valued in excess of $63.1 million?

Thanks as always.

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