Securities Exchange Act of 1934
Tender Offers by the Bolivarian Republic of Venezuela for Shares and ADSs of Compañia Anónima Nacional Teléfonos de Venezuela
Dear Ms. Hing:
We are responding to your letter dated April 6, 2007 addressed to Brian V. Breheny, Christina Chalk, Daniel Duchovny, James Brigagliano and Racquel Russell, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
Based on the facts presented and the representations made in your letter dated April 6, 2007, as supplemented by telephone conversations with the staff, the Commission hereby grants exemptions from:
In addition, based on the facts presented and the representations made in your letter dated April 6, 2007, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position allows the payment for securities tendered by U.S. persons is made in accordance with Venezuelan law and practice, as described in your letter, and within ten Caracas Stock Exchange trading days after the expiration of the U.S. Offer.
In granting this relief, we note in particular:
The foregoing exemptions are based solely on your representations and the facts presented in your April 6, 2007 letter, including your representation regarding the conflicting regulatory schemes and tender offer practices, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of these rules to the proposed transactions. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rest with the participants in any offer. The Divisions of Corporation Finance and Market Regulation express no views on any other questions that may be raised by these transactions, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, any offer.
For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,
Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
For the Commission,
by the Division of Market Regulation
pursuant to delegated authority
James A. Brigagliano
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