KPIT Technologies, Limited
June 28, 2019
June 27, 2019
Thomas J. Rice
Baker & McKenzie LLP
Re: Partial Tender Offer for Shares of KPIT Technologies Limited
Dear Mr. Rice:
We are responding to your letter dated June 27, 2019, addressed to Ted Yu and Daniel Duchovny, 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 letter have the same meaning as in your letter dated June 27, 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 is granted to permit 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 note your representations that:
- the Open Offer is mandatory under Indian law because the Purchaser entered into a Purchase Agreement whereby it will purchase 25.50% of the Share Capital of KPIT from the Sellers;
- Indian law requires the Open Offer to be made to all shareholders on equal terms, including those in the United States, and Indian law does not permit the Open Offer to be open for a longer period for U.S. persons than for any other shareholders;
- Indian law requires a fixed offer period of 10 Working Days for tender offers, which cannot be reduced or increased;
- SEBI does not have exemptive authority under Indian law to extend the period of a tender offer beyond the 10 Working Days period prescribed under Indian law;
- it is expected that, between the dispatch of the Letter of Offer to the shareholders and the closure of the Open Offer, a period of seven Working Days (or six business days and nine calendar days) will elapse, and between the date on which the purchase price and other material terms of the Open Offer were made publicly available and closure of the Open Offer, 54 Working Days, 53 business days, and 78 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 or about the date the Letter of Offer is dispatched to shareholders, the Purchaser will publish a notice in the U.S. national edition of the Wall Street Journal, which will disclose the terms of the Open Offer and 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 herein, the Open 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 27, 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.
Responsibility for compliance with 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
Ted Yu, Chief
Office of Mergers and Acquisitions
Division of Corporation Finance