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Securities Act of 1933
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Re: |
Ageas SA/NV and Ageas N.V. |
Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.
The Division will not recommend enforcement action to the Commission if, pursuant to the Merger, Ageas SA/NV issues Ageas SA/NV Shares, without registration under the Securities Act, in exchange for shares of Ageas N.V. in reliance on your opinion of counsel that the exemption provided in Section 3(a)(9) of the Securities Act will be available for the exchange. In reaching this position, we note that:
This position is based upon the representations made in your letter to the Division. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.
Sincerely,
Elliot B. Staffin
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2012/ageas033012-3a9.htm
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