Securities Exchange Act of 1934
Rule 14d-7 (a)(1)
Rule 14e-1 (a) and 14e-1 (c)
Exemptive and No-Action Letter: Tender offer by Pan-Asia iGATE Solutions, iGATE Global Solutions Limited and iGATE Corporation for shares of Patni Computer Systems Limited
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
February 9, 2011
Via Facsimile and U.S. Mail
Joshua N. Korff
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Re: Partial Cash Tender Offer for Shares of Patni Computer Systems Limited
Dear Mr. Korff:
We are responding to your letter dated February 9, 2011 addressed to Michele Anderson, Christina Chalk and Mellissa Duru, as supplemented by telephone 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 February 9, 2011 unless otherwise noted.
On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions:
- Rule 14e-1(a) under the Exchange Act. The exemption from Rule 14e-1(a) is granted to permit Purchaser to make a tender offer that will remain open for only 20 calendar days, in accordance with applicable Indian law and regulations. In granting this relief, we note your representation that Indian Takeover Regulations require the tender offer to remain open for a fixed period of 20 calendar days, which cannot be reduced or increased. We also note that Purchaser will provide a 10-day period from the date of the mailing of the offer materials to shareholders and the commencement of the 20-calendar day offering period, consistent with Indian market practice; and
- Rule 14d-7(a)(1) under the Exchange Act. The exemption from Rule 14d-7(a)(1) is granted to permit Purchaser to provide withdrawal rights in the tender offer only until three working days before the expiration of the offer, in accordance with Indian Takeover Regulations. In granting this relief, we note that this limitation on withdrawal rights in the tender offer will apply only to holders of Patni Shares who hold in direct share form; holders of Patni’s Unrestricted ADSs will be permitted to withdraw tendered ADSs at any time before the underlying shares are tendered by the depositary, which will occur immediately before expiration of the Open Offer.
In addition, based on the representations in your letter dated February 9, 2011, 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 if Purchaser makes payment as soon as practicable after the expiration of the Open Offer and in any case, within 15 calendar days after expiration, in accordance with Indian Takeover Regulations. In this regard, we note that payment to shareholders not resident in India must be approved by the Reserve Bank of India, which may cause a delay in payment to those shareholders as compared to shareholders in India. In order to treat all tendering shareholders equally, Purchaser intends to make payment to all shareholders who tender into the Open Offer at the same time, after payment to tendering shareholders not resident in India is approved by the Reserve Bank of India. We also note your representation that payment will not be delayed beyond 15 calendar days, but will occur as soon as practicable following the expiration of the Open Offer.
The foregoing exemptions and no-action position are based solely on the representations and the facts presented in your letter dated February 9, 2011, as supplemented by telephone conversations with the staff of the Division of Corporation Finance. 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 Section 10(b) and Section 14(e) of the Securities Exchange Act of 1934, and Rule 10b-5 under the Exchange Act. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions 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 M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
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