Securities Exchange Act of 1934 - Rule 13e-4(g)

Response of Office of Trading Practices and Policies, Division of Market Regulation
and Office of Mergers and Acquisitions, Division of Corporation Finance

February 28, 2007

Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario, Canada M5K 1J5

Dear Mr. Morgan:

In your letter dated February 28, 2007, as supplemented by conversations with the Staff, you request that the Commission determine whether the Company may proceed with its proposed tender offer in the United States pursuant to the Commission's Multijurisdictional Disclosure System with Canada. Specifically, you request relief to permit the Offer to be conducted in reliance upon Rule 13e-4(g) of the Securities Exchange Act of 1934 where the Company has received exemptions from applicable Canadian statutory requirements. We have attached a copy of your correspondence to this response to avoid reciting or summarizing the facts set forth in your letter. Each defined term in our letter has the same meaning as defined in your letter, unless otherwise noted.

On the basis of your representations and the facts presented in your correspondence and in conversations with the Staff, particularly that the Offer otherwise will be made in compliance with and subject to applicable Canadian statutory requirements, the Commission, by the Divisions of Market Regulation and Corporation Finance, acting pursuant to delegated authority, hereby determines that the application of the provisions of Section 13(e)(1) of the Exchange Act and Rule 13e-4 and Schedule TO thereunder to the Offer is not necessary or appropriate in the public interest. Accordingly, the Company can proceed with the Offer in the United States as described in your correspondence.

The foregoing determinations with respect to the application of Section 13(e)(1) of the Exchange Act and Rule 13e-4 and Schedule TO thereunder are based solely on your representations and the facts you have presented to the Staff, and are strictly limited to the Offer. The Offer should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations. In addition, we direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-5 thereunder. Responsibility for compliance with these and other applicable provisions of the federal or state securities laws must rest with the Company. The Divisions express no view with respect to other questions that the offer may raise, including, but not limited to, the applicability of other federal and state laws to the Offer.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/mds022807-13e-4.htm