Securities Exchange Act of 1934
Rule 14d-7(a)(1)
Rule 14e-1(c)

February 16, 2016

Exemptive and No-Action Letter: Offer by Top Alpha Capital S.M. Ltd. for Metalink Ltd

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile & U.S. Mail

Steve Kronengold, Esq.
SRK Law Offices
Oppenheimer 7
Rabin Science Park
Rehovot, Israel

Re: Partial cash tender offer by Top Alpha Capital S.M. Ltd. ("Bidder") for ordinary shares of Metalink Ltd.

Dear Mr. Kronengold:

We are responding to your letter dated February 16, 2016 addressed to Ted Yu and Daniel Duchovny, as supplemented by telephone conversations with the staff, with regard to the Bidder’s 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.

You request exemptive and no-action relief on behalf of the Bidder so that it may extend the period of its partial tender offer for ordinary shares of Metalink to include an additional offering period of four calendar days, during which withdrawal rights will not be available, as mandated by applicable Israeli law, and to permit the Bidder to pay for all securities tendered in the Offer within four U.S. business days after the termination of the additional offering period.  Based on your oral and written representations and the facts presented in your letter of February 16, 2016, the Securities and Exchange Commission hereby grants an exemption from the provisions of Rule 14d-7(a)(1) under the Exchange Act.  The exemption from Rule 14d-7(a)(1) of the Exchange Act permits the Bidder to eliminate withdrawal rights before the end of the Offer, during the additional offering period of no more than four calendar days, as mandated by Israeli law.

In addition, based on the representations in your letter dated February 16, 2016, 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 under Rule 14e-1(c) permits the Bidder to pay for securities tendered in the Offer within four U.S. business days after the termination of the additional offering period.

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, is required under the provisions of the Israeli Companies Law, from which no exemptive relief is available for this Offer;
• 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 the Bidder 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;
• the Bidder 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
• four U.S. business days represents the 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 position are based solely on the representations and the facts presented in your February 16, 2016 letter, as supplemented by telephone conversations with the 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.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder.  Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Offer.

The Division of Corporation Finance expresses no view with respect to any other questions that the Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Offer.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2016/metalink-021616-14d7.htm