Securities Exchange Act of 1934
No-action Letter: Delisting Tender Offer by iGATE Corporation, Pan-Asia iGATE Solutions, and iGATE Global Solutions Limited for shares of Patni Computer Systems Limited
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
May 25, 2012
Via Facsimile and U.S. Mail
Joshua N. Korff
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Re: Delisting Offer of Patni Computer Systems Limited
Dear Mr. Korff:
We are responding to your letter dated May 25, 2012 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 May 25, 2012 unless otherwise noted.
Based on the representations in your letter dated May 25, 2012, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act if the Promoters take up and pay for shares tendered during the Subsequent Offering Period of the Delisting Offer as promptly as practicable after each settlement period. In this regard, we note that the first settlement period for tendered Shares will occur after the expiration of 10 calendar days from the commencement of the Subsequent Offering Period and subsequent settlement periods will occur every 10 calendar days thereafter through to the expiration date of the Subsequent Offering Period. We further note the Promoters’ representation that they will make payment as promptly as practicable following the expiration of each settlement period, and in any case, within 7 Indian working days from the expiration of a settlement period in accordance with Indian market practice.
The foregoing no-action position is based solely on the representations and the facts presented in your letter dated May 25, 2012, as supplemented by telephone conversations with the staff of the Division of Corporation Finance. Any different facts or circumstances may require a different conclusion. The relief provided above is strictly limited to the application of the rules listed above to this transaction. This response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented. The Promoters 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.
Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance
The Incoming Letter is in Acrobat format.