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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14d-7(a)(1)

Exemptive Letter: Offer by Ronex Holdings, et al. for ordinary shares of Retalix Ltd.

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

December 18, 2008

Via Facsimile (212) 732-3232 and U.S. Mail

Andris J. Vizbaras
Carter Ledyard & Milburn LLP
570 Lexington Avenue
New York, New York 10022-6856


Cash tender offer by Ronex Holdings, et al., for
Ordinary Shares of Retalix Ltd.

Dear Mr. Vizbaras:

We are responding to your letter dated December 15, 2008 to the attention of Michele Anderson and Christina Chalk, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter of December 15, 2008, unless otherwise noted.

You request exemptive relief on behalf of the Bidder Group so that it may extend the Offer to include an additional offering period of four calendar days immediately following the initial offering period. As mandated by applicable Israeli law, withdrawal rights will not be available during the additional offering period.

Based on your oral and written representations and the facts presented in your letter of December 18, 2008, the Securities and Exchange Commission hereby grants an exemption from the provisions of Rule 14d-7(a)(1) under the Exchange Act. The exemption from Rule 14d-7(a)(1) of the Exchange Act permits the Bidder Group to eliminate withdrawal rights before the end of the Offer, during the additional offering period of no more than four calendar days, as mandated by Israeli law.

In granting the exemptive relief described above, we note that:

  • except for the relief provided here, the Offer will be conducted in accordance with the Exchange Act and all applicable rules promulgated thereunder;
  • the Offer structure, and in particular the additional offering period, are required under the provisions of the Israeli Companies Law, from which no exemptive relief is available for this Offer;
  • the initial offering period during which withdrawal rights will be provided will be open for at least 20 U.S. business days;
  • all conditions to the Offer will be satisfied or waived before commencement of the additional offering period;
  • if the Bidder Group waives an offer condition, the initial offering period will be extended and withdrawal rights will be provided, to the extent required under U.S. rules; and
  • the Bidder Group intends to conduct a single offer and extend the Offer immediately following completion of the initial offering period to provide for an additional offering period, assuming all Offer conditions are satisfied or waived by the end of the initial offering period.

The foregoing exemption is based solely on the representations and the facts presented in your December 15, 2008 letter, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed 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 Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

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

Michele Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letters are in Acrobat format.


Modified: 01/07/2009