Securities Exchange Act of 1934
Partial cash tender offer by KCPS PE Investment Management (2006) Ltd., et al, for ordinary shares of Gilat Satellite Networks Ltd.
Dear Dr. Hadar:
We are responding to your letter dated June 4, 2009 to the attention of Mauri Osheroff, Christina Chalk, and Peggy Kim 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 June 4, 2009, unless otherwise noted.
You request exemptive and no-action relief on behalf of the Bidder Group so that they may extend the period of their partial tender offer for ordinary shares of Gilat to include an additional offering period of four calendar days, during which withdrawal rights will not be available, as mandated by applicable Israeli law, and to permit the Bidder Group to pay for all securities tendered in the Offer within four U.S. business days of the termination of the additional offering period. Based on your oral and written representations and the facts presented in your letter of June 4, 2009, 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 addition, based on the representations in your letter dated June 4, 2009, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act. This no-action position under Rule 14e-1(c) permits the Bidder Group to pay for securities tendered in the Offer within four U.S. business days after the termination of the additional offering period.
In adopting the no-action position and 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;
The Bidder Group intends to conduct a single global offer and extend the Offer immediately following completion of the initial offering period to provide the additional offering period; and
four U.S. business days represents the best estimate of the minimum time period necessary to pay for securities tendered in this Offer, under the facts and circumstances present here.
The foregoing exemption and no-action position is based solely on the representations and the facts presented in your June 4, 2009 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,
Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance
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