June 14, 2019
June 13, 2019
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
Ropes & Gray LLP
Re: Partial Tender Offer by Hulst B.V. for Shares of NIIT Technologies Ltd
Dear Mr. Blume:
We are responding to your letter dated June 10, 2019, addressed to Ted Yu and David Plattner, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. 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 June 10, 2019.
On the basis of the representations and the facts presented in your letter, 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 Tender Offer to remain open for a fixed period of 10 working days (as defined in your letter), as mandated by Indian law.
In granting this exemptive relief, we note your representations that:
- the Tender Offer is mandatory under Indian law because the Purchaser entered into the Purchase Agreements, whereby the Purchaser agreed to purchase 30.51% of the outstanding Shares of the Company;
- Indian law specifically mandates a fixed 10-working day offer period for tender offers, which cannot be reduced or increased;
- Indian law requires the Tender Offer to be made to all shareholders on equal terms, including those in the United States, and Indian law does not permit the Tender Offer to be open for a longer period for U.S. persons than for any other shareholders;
- SEBI has, in the past, declined applications from issuers seeking to extend the period of a tender offer beyond the 10 working days period prescribed under Indian law and, based on the advice of counsel, the Purchaser does not believe SEBI would grant exemptive relief with respect to the Tender Offer;
- the Purchaser’s public announcement about the Tender Offer included details about the offer and was the subject of coverage by various news agencies, including Bloomberg, which are accessible in the United States;
- it is expected that (i) between the dispatch of the final letter of offer to the holders of the Shares and the closure of the Tender Offer, a period of 14 working days (or 14 business days and 20 calendar days) will elapse and (ii) between the date of the Purchaser’s public announcement of the Tender Offer and closure of the Tender Offer, 74 working days, 76 business days, and 109 calendar days will elapse;
- a copy of the letter of offer will be physically delivered to shareholders, including those in the United States, to the extent they or their custodians have not previously elected to receive such materials electronically;
- on the date the final letter of offer is dispatched to shareholders, the Purchaser will publish a notice in the New York Times that will contain basic information about the Tender Offer and will state that the letter of offer has been sent to shareholders and is available on the official website of SEBI; and
- except for the exemptive relief granted by separate order, the Tender Offer will comply with all applicable Exchange Act rules.
The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated June 10, 2019, and does not represent a legal conclusion with respect to the applicability of the provisions of the federal securities laws. The relief is strictly limited to the application of the rule listed above to this transaction. You should discontinue the transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the federal securities laws.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions that this transaction may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, this transaction.
/s/ Ted Yu
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance