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Date
Rule
802.51
Staff
Michael Verne
Response/Comments
any acquisition of Newco voting securities by shareholders of A and B would have a potential filing obligation. (c)(10) and 802.10 would not exempt these, but 802.9 might.

Question

From:

(Redacted)

Sent:

Wednesday, July 22, 2009 2:21 AM

To:

Verne, B. Michael

Subject: 802.51

Hi, Mike:

Hopefully this isrelatively quick question for you. We have a transaction where ForeignAcquiring Person is acquiring voting securities of Foreign Issuer from ForeignAcquired Person. Neither Foreign Issuer nor any entities it controls had directsales in or into the U.S. in the most recent fiscal year, but a separateforeign entity controlled by Foreign Acquired Person ("ForeignEntity") did have sales into the U.S. and Foreign Issuer made some salesto Foreign Entity. Foreign Entity is not being acquired in this transaction.

Do we count thesales made by Foreign Entity (an entity not controlled by Foreign Issuer) inthe 802.51 exemption threshold calculation or does in fact that Foreign Issuerdid not make sales directly in or into the U.S. mean we do not count them? Ilooked through the online informal interpretations but did not come acrossanything specifically on point.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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