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

April 11, 2023

Via Email

Ian C. Ho
Simpson Thacher & Bartlett LLP
iho@stblaw.com    

Re:    Composite Offer by BCP Asia II Topco II Pte. Ltd. for Shares of R Systems International Limited

Dear Ian Ho:

We are responding to your letter dated April 11, 2023, addressed to Ted Yu and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed copy of your correspondence and the accompanying letter from Indian counsel. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter dated April 11, 2023.

Section I

Based on 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) and (b), under the circumstances described in your letter. In granting the exemptive relief described above, we note in particular that U.S. Holders other than the Sellers (who may not participate in the Offer) hold only 1.52 percent of the Shares.

Section II

Based on the representations and the facts presented in your April 11, 2023 letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c) if the Purchaser pays for or returns tendered Shares (including Shares tendered during the Exit Window Period) in accordance with Indian law and as described in your letter.

The exemptive and no-action relief provided 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 questions presented or any views on any other questions that the transaction may raise.