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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
No A will hold all of the voting securities of B So that is the value of the transaction for As acquisition.

Question

From:(redacted)

Sent:Tuesday, April 25, 2006 8:25 AM

To:Verne, B. Michael

Cc:(redacted)

Subject:FW: question

Hi,Mike

I was hoping to get yourinput on a transaction. Company A has sub A-1 which is merging with and intoCompany B with Company B surviving as a wholly-owned (direct or indirect)subsidiary of Company A. In connection with the transaction, certainshareholders of Company B will have the right to receive shares of Company A ora newly-formed holding company (which will be controlled by Company A) in exchangefor their shares of Company B. In determining the value of voting securities tobe held by Company A, it seems we can exclude the portion of the mergerconsideration attributable to the rollover because these shares will not be"held" by Company A. Do you agree? Thanks,

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