Question
From: (redacted)
Sent: Friday, December 16, 2005 12:22 PM
To: Johnson,Janice C.
Subject: Hart-Scott Rodino Rule 802.51
Importance: High
FTC PremergerNotification Office
Attn: JaniceJohnson
Dear Ms.Johnson:
Pursuant to ourtelephone conversation this morning, this is to confirm that our client has no reportingrequirements under the Hart-Scott-Rodino Act pursuant to Rule 802.51 of theAct. This provision relates to the exemption from the HSR notification requirements of an acquisition by a foreign entityof the voting securities of a foreign issuer. The question posed was whethertwo Canadian corporations are subject to the filing requirements of theHart-Scott-Rodino Act.
Facts. TwoCanadian public pension plans have each formed a (100% owned) subsidiaryCanadian corporation. These corporations, SubCorp. A and SubCorp. B, in turnformed a Canadian limited partnership ("LP"). SubCorp. A holds 85%interest in LP and SubCorp. B holds 15% interest in LP. LP will investsapproximately US$85 million in a Gibraltarcorporation ("(REDACTED)"). LP will acquire approximately 30% votingsecurities of (REDACTED) in exchange for its investment. For purposes of Rule802.51, LP does not have control of (REDACTED). (REDACTED) invests in severalforeign entities in a complicated tiered-ownership structure that ultimatelyresults in an acquisition of voting securities in another foreign corporation("NV") that has its corporate office in the United States. NV has nosales in or into the United States and we have beentold NV has no assets in the United States. Through the tieredownership structure, (REDACTED) holds less than 15% of the voting securities ofNV.
Results. Theresult of our discussion was that SubCorp. A and SubCorp. B and LP (each aforeign person) are exempt from any reporting requirements under the Hart-Scott-RodinoAct based upon Rule 802.51 because they are foreign persons and they willacquire less than 50% of the voting securities of (REDACTED) (a foreign issuer)as a result of the transaction.
Please contactme immediately if this does not accurately reflect your conclusion on thisissue. Thank you again for your time and consideration. kind regards, (redacted)