Securities Exchange Act of 1934
Request for No-Action Relief under Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) in Modified Dutch Auction Issuer Tender Offer by Alliance Semiconductor Corporation
We are responding to your letter dated September 22, 2006 to Brian V. Breheny, Nicholas P. Panos and Daniel F. Duchovny, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
On the basis of the representations and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rule 13e-4(f)(1)(ii) or Rule 14e-1(b) under the Exchange Act if Alliance conducts its Offer in the manner described in your letter.
In issuing this no-action position, we considered the following facts, among others:
The foregoing no-action position is based solely on the representations and the facts presented in your letter dated September 22, 2006, as supplemented by telephone conversations with the Commission staff. The relief 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 any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 14(e), Section 10(b) of the Exchange Act, and Rule l0b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, 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 Division of Corporation Finance,
Brian V. Breheny
Office of Mergers & Acquisitions
Division of Corporation Finance
|Home | Previous Page