Question
March 28, 2005
By Hand
Nancy M. Ovuka
Premerger Notification Office
Federal Trade Commission
Bureau of Competition
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Re: Advice re HSR Act Analysis
Dear Nancy:
Iam writing to confirm our conversation on Tuesday, March 22 in which I advisedthat a foreign person intended to acquire voting securities of a U.S.corporation that had sales in or into the United States, if any, that fell wellbelow $53.1 million and that held de minimis assets in the United States(the fair market value of any assets held in the United States by the targetissuer are well below $53.1 million).
Youconfirmed that under Rule 802.4, as revised, the above-described acquisition,even if it resulted in the acquiring person holding voting securities of theissuer valued above $53.1 million (or even exceeding 50% of the issuer) wouldnot require a filing under the HSR Act.
IfI have not accurately described our conversation, or if you believe additionalfacts are needed to confirm this analysis, please let me know.
Thank you for your assistance.