The letter comments on the Cross-Border Tender Offer Proposal in the following areas:

a) Support for raising the Tier 1 exemption threshold to 15%;

b) Comments on proposals related to the U.S. ownership calculation date for negotiated and non-negotiated transactions, including:

Support of change to announcement date as reference date;

Support of allowance of a range of dates;

Discourage limit on the time between announcement and commencement; and

No need for guidance on selection for date of analysis;

c) Comments on the two alternative tests proposed for calculation of U.S. interest for foreign companies:

Support alternative ADTV test; and

Discourage ADR-based test.

For the proposed rule, please visit the following page:

For the final rule, please visit the following page:

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