Sent: Friday, May 06, 2011 6:03 PM
To: Verne,B. Michael
Subject: 25% Threshold
Thanks for talking to us yesterday. Aswe discussed, X is the majority shareholder of public company A. Public companyB is carrying out an amalgamation with A, in which the shareholders of A will becomeshareholders of B. As a result of the amalgamation, X will become a minorityshareholder of B, and will hold voting securities of B with a fair market valuein excess of $1.319 billion. Due to factors beyond X's control, it is unclearwhether the amalgamation will result in X holding 25% or more of B's votingsecurities. Our current estimate is that X will hold a few tenths of a percentbelow 25%, but that could change. X would also like to be able to buyadditional shares of B after the amalgamation without filing a further HSR.
You agreed that in this circumstance Xcan file at the 25% threshold, would not need to check the Rule 801.30 box onthe HSR Form, and would not need to make the notice required under Rule 801.30.In addition, you agreed that in the event the amalgamation resulted in Xholding less than 25% of B's voting securities, X could acquire additionalvoting securities of B without a further HSR filing, since it will have alreadybeen cleared at the 25% threshold.