U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

Securities Act of 1934
Rule 13e-4(f)(3)

December 26, 2007

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

Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario, Canada M5K 1J5

Re: ACE Aviation Holdings, Inc., Exemptive Relief Request under Rule 13e-4(f)(3)

Dear Mr. Morgan:

We are responding to your letter dated December 26, 2007 addressed to Mauri L. Osheroff and Nicholas P. Panos, as supplemented by conversations with the staff of the Division of Corporation Finance. Your letter requests that the Commission determine whether the Company may proceed with its Offer in the United States in accordance with Canadian tender offer law and practice. Specifically, you request an exemption from Exchange Act Rule 13e-4(f)(3). To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented in your correspondence, and in conversations with the staff, particularly that the Offer otherwise will be subject to and made in compliance with applicable Canadian and U.S. statutory requirements, the Commission, by the Division Corporation Finance, acting pursuant to delegated authority, hereby grants an exemption from Rule 13e-4(f)(3). Accordingly, the Company may proceed with the Offer in the United States as described in your correspondence.

The foregoing exemptive relief is based solely on your representations and the facts you have presented to the staff, and is strictly limited to the Offer. The Offer should be discontinued, pending presentation of the facts for our consideration, in the event any material change occurs with respect to any of those facts or representations. In addition, we direct your attention 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 Rules 10b-5 and 14e-5 thereunder. Responsibility for compliance with these and other applicable provisions of the federal or state securities laws must rest with the Company. The Division of Corporation Finance expresses no view with respect to other questions that the Offer may raise, including, but not limited to, the applicability of other federal and state laws to the Offer.

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

Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance

Incoming Letters:

The Incoming Letters are in Acrobat format.


Modified: 01/03/2008