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Date
Rule
801.14
Staff
Janice Johnson
Response/Comments
Yes. N Ovuka concurs.

Question

From: (redacted)

Sent: Monday, December 05, 2005 12:16 PM

To: Johnson,Janice C.

Subject: question re: valuation of with minorityvoting securities

Janice,

I spoke with youon Friday regarding the following question about inclusion of minority voting securitiesin the value of a transaction. I would like to confirm the answer via email.

Question: In areportable acquisition of voting securities, must minority interests inseparate entities held by the acquired person's UPE, which are also beingacquired by the acquiring person, be included in the HSR filing, in determining the value of the transaction, etc.?

Answer: Yes, per801.14

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