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Date
Rule
801.1
Staff
Michael Verne
Response/Comments
No.

Question

From: (redacted)

Sent: Wednesday, February 22, 2006 11:22 AM

To: Verne, B. Michael

Subject:USissuer

Hi Mike. I have a questionregarding whether an entity could be considered a US issuerfor HSR purposes.

The company is organizedunder the laws of a foreign country, incorporated there and trades on a stockexchange there. General meetings of the company are held in this foreigncountry. In its articles of association, it lists a city in the foreign countryas the "corporate seat" and the "registered office" of thecompany.

However, the company statesin its publications and on its website that it has two headquarters: one inthis foreign country and another in NY. No mention is made in the articles ofassociation of a US headquarters.

Is this sufficient to makethe company a US company for HSR purposes?

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