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HealthCare Global Enterprises Limited

July 16, 2020

July 16, 2020

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

Katherine M. Krause
Simpson Thacher & Bartlett LLP

Partial Offer by Aceso Company Pte. Ltd. for HealthCare Global Enterprises Ltd.

Dear Ms. Krause:

We are responding to your letter dated July 15, 2020, addressed to Ted Yu and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Indian counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated July 15, 2020.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-1(a). This exemption permits the Open Offer to remain open for a fixed period of 10 Working Days, as mandated by Indian law.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Indian counsel, including but not limited to, the following:

  • Indian law mandates that the Open Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of 10 Working Days, which cannot be reduced or increased;
  • based on the advice of Indian counsel, the Purchaser does not believe it can obtain exemptive relief from these Indian legal requirements applicable to the Open Offer;
  • shareholders received notice of, and information about, the Open Offer and its terms before it commenced, as described in your letter;
  • the Purchaser will publish a legal notice in the U.S. national edition of The Wall Street Journal disclosing the basic terms of the Open Offer on the date the Letter of Offer is dispatched to shareholders;
  • it is expected that (i) a period of 15 Working Days (and approximately 15 U.S. business days as defined in Rule 14d-1(g)) will elapse between the dispatch of the final Letter of Offer to shareholders and the expiration of the Open Offer and (ii) a period of 47 Working Days (and 47 U.S. business days) will elapse between the date of the public announcement of the Open Offer and its expiration;
  • the Open Offer is a mandatory offer required under Indian law; and
  • except for this exemptive relief, the Open Offer will comply with all applicable rules under the federal securities laws.

The exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.


/s/ Ted Yu

Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

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