Securities Exchange Act of 1934
Issuer tender offer by Radvision Ltd.
Dear Mr. Vizbaras:
We are responding to your letter dated July 22, 2010 to the attention of Michele Anderson and Christina Chalk, as supplemented by conversations with the staff. We attach a copy of your letter and the accompanying letter from Israeli counsel of the same date to avoid having to repeat or summarize the facts presented there. Defined terms we use here have the same meaning as in your letter of July 22, 2010, unless otherwise noted.
You request exemptive relief on behalf of Radvision Ltd. (Radvision) so that it may extend the period of its partial tender offer for its own Ordinary Shares to include an additional offering period of five calendar days, during which withdrawal rights will not be available, as mandated by applicable Israeli law. You also request no-action relief to permit Radvision to pay for all securities tendered in the Offer within five U.S. business days of the termination of the additional offering period.
Based on your oral and written representations and the facts presented in your letter of July 22, 2010, the Commission hereby grants an exemption from the provisions of Rule 13e-4(f)(2) under the Exchange Act. The exemption from Rule 13e-4(f)(2) permits Radvision to eliminate withdrawal rights before the end of the Offer, during the additional offering period of five calendar days. While applicable Israeli law mandates a four calendar-day additional offering period under normal circumstances, the Company has asked for and been granted relief from the ISA to allow for a five calendar-day period here, to ensure that the expiration dates of both the initial and the additional offering periods will fall on a business day in both Israel and the United States.
In addition, based on the representations in your letter dated July 22, 2010, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act. This no-action position under Rules 13e-4(f)(5) and 14e-1(c) permits Radvision to pay for securities tendered in the Offer within five U.S. business days after the termination of the additional offering period. We note that four U.S. business days would normally suffice for payment; however, five U.S. business days are necessary here because of a three day holiday in Israel beginning on the day after the end of the Offer. We also note that you do not request, and we do not grant, relief from the requirement to promptly return tendered securities pursuant to those rules, should the offer be terminated pursuant to a specified Offer condition.
In adopting the no-action position and granting the exemptive relief described above, we note that:
except for the relief provided here, the Offer will be conducted in accordance with the Exchange Act and all applicable rules promulgated thereunder;
the Offer structure, and in particular the additional offering period, are required under the provisions of the Israeli Companies Law. Although the Company has obtained relief from the ISA to extend the additional offering period from four to five calendar days, no exemptive relief is available to eliminate the additional offering period entirely (or the lack of withdrawal rights during that period);
the initial offering period during which withdrawal rights will be provided will be open for at least 20 U.S. business days;
all conditions to the Offer will be satisfied or waived before commencement of the additional offering period;
if Radvision waives an offer condition, the initial offering period will be extended and withdrawal rights will be provided, to the extent required under U.S. rules;
Radvision intends to conduct a single global offer and extend the Offer immediately following completion of the initial offering period to provide the additional offering period; and
five U.S. business days represents your best estimate of the minimum time period necessary to pay for securities tendered in this Offer, under the facts and circumstances present here.
The foregoing exemption and no-action positions are based solely on the representations and the facts presented in your July 22, 2010 letter, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.
In addition, your attention is directed 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 Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.
For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
The Incoming Letters are in Acrobat format.
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