SEC Division of Trading and Markets no-action letter: Investor AB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
MARKET REGULATION
April 6,2006
George R. Bason, Jr., Esq.
Lawrence M. Chu, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Re: Offer by Investor AB for Gambro AB
File No. TP 06-57
Dear Messrs. Bason and Chu:
This is in response to your letter dated April 6,2006. A copy of that letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in this letter have the same meaning as in your letter, unless otherwise noted. On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the United States Securities and Exchange Commission ("Commission") hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 ("Exchange Act") to permit the Prospective Purchasers to purchase or arrange to purchase Gambro AB ("Gambro") Shares outside the Offer, particularly in light of the following facts:
The Offer is required to be conducted in accordance with the Swedish Takeover Rules; Any purchases of Shares by the Prospective Purchasers will be subject to the Swedish Takeover Rules; Gambro, a public limited liability company organized under the laws of Sweden, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act; and The existence of the Communique on the Exchange of Information and the Establishment of a Framework for Cooperation between the Commission and the Swedish Financial Supervisory Authority dated September 25, 1991.