Securities Act of 1933
Rule 145(a)(2)

February 7, 2018

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Company, in reliance on your opinion that the exception to registration provided by Rule 145(a)(2) is available, effects the Conversion to a Societas Europaea as described in your letter without registration under the Securities Act. In reaching this position, we note particularly your representations that:

• after the Conversion, the Company will remain a public limited liability company with its registered office in the Netherlands, the Company's current jurisdiction of incorporation;
   
• the laws of the Netherlands will continue to apply to the Company in the manner described in your letter;
   
• the Conversion does not effect a change in national jurisdiction or a change in the Company's registered office or seat from one EU Member State to another; and
   
• the Company will register under the Securities Act of 1933 on a registration statement on Form F-4 the Transfer of its registered office to France.

Capitalized terms in this response have the same meanings defined in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions may require a different result. Further, this letter only expresses the Division's position on enforcement and does not purport to express any legal conclusions on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/fresenius101006.htm