U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

May 14, 2003
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
City Place House
55 Basinghall Street
London EC2V 5EH, England

Re: Proposed Tender Offer in the United States by Serono France Holding S.A. for Genset S.A.
File No. TP 03-73

Dear Mr. Groll:

This letter is in response to your letter dated May 14, 2003, as supplemented by conversations with the staff. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in our response letter have the same meaning as defined terms in your letter, unless otherwise noted.


Without necessarily concurring in your analysis and based on your representations and the facts presented in your letter, the United States Securities and Exchange Commission (Commission) hereby grants exemptions from Rules 14d-10(a)(1) and 14e-5 under the Securities Exchange Act of 1934 (Exchange Act). The exemption from Rule 14d-10(a)(1) is to permit Serono France Holding S.A. ( Serono France) to make the U.S. Offer available only to U.S. persons who hold Securities of Genset S.A. (Genset) and any holder of ADSs wherever resident. All non-U.S. persons except those prohibited by applicable law who hold Securities can participate in the International Offer, to be held simultaneously with the U.S. Offer. This exemption is based in part on your representation that the structure and procedures for the repurchase offer are required under applicable French law.

The exemption from Rule 14e-5 is to permit Serono France to purchase Securities of Genset pursuant to the International Offer during the U.S. Offer. The exemption from Rule 14e-5 does not apply to purchases of Securities by Serono France prior to this exemption being granted. In addition, you do not request, and we do not grant, any relief regarding purchases or arrangements to purchase Securities otherwise than pursuant to the Offers.

Finally, the Division of Corporation Finance will not recommend enforcement action if the International Offer is conducted without compliance with Section 14(d) of the Exchange Act and Regulation 14D under the Exchange Act, as described in your letter.

The foregoing exemptions from Rules 14d-10(a)(1) and 14e-5 and no-action position under Section 14(d) and Regulation 14D are based solely on your representations and the facts presented and are strictly limited to the application of these rules to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

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 Offers. The Divisions express no view with respect to any other questions that the proposed transactions 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 transactions.


For the Commission, by the
Division of Corporation Finance,
pursuant to delegated authority,

Pamela W. Carmody
Acting 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
Assistant Director
Division of Market Regulation

Incoming Letter

The incoming letter is attached in PDF format.


Modified: 02/09/2005