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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 13e-4(f)(1)(ii)
Rule 14e-1(b)

September 22, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Peter J. Tennyson, Esq.
Lance McKinlay, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, Seventeenth Floor
Costa Mesa, CA 92626


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 total number and dollar value of securities being sought in the Offer is disclosed in the Offer materials as required by Item 1004(a)(1)(i) of Regulation M-A;
  • The maximum number of shares that may be purchased in the Offer is stated on the cover page of the Offer to Purchase;
  • The Offer to Purchase discloses the range of shares that will be purchased if the Offer is fully subscribed; and
  • The exact number of shares to be purchased in the Offer will be based on the purchase price established by the shareholders determined in accordance with the terms of the Offer as disclosed in the Offer to Purchase.

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

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 09/26/2006