Response of the Office of Mergers and Acquisitions
Re: Partial Cash Tender Offer for Shares of Mphasis Limited
Dear Mr. Wolfson:
We are responding to your letter dated November 2, 2018, addressed to Ted Yu and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Indian counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated November 2, 2018.
On the basis of the representations and the facts presented in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-1(a). This exemption permits the Issuer Tender Offer to remain open for a fixed period of 10 Working Days (as defined in your letter), as mandated by Indian law.
In granting this exemptive relief, we note your representations that:
Further, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to Exchange Act Rule 14e-1(c) if payment for the tendered Shares is made in accordance with Indian law and practice, as described in your letter. In this regard, the Company will pay for the tendered Shares as promptly as practicable, and in any case within 7 Working Days after the closure of the Issuer Tender Offer, as required by Indian law.
The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated November 2, 2018, and does not represent a legal conclusion with respect to the applicability of the provisions of the federal securities laws. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue the transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction.
/s/ Ted Yu
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance
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