SEC Grants Tender Offer Relief to India-based Issuer

The SEC Division of Corporation Finance (the "Division") granted no-action relief to an India-based issuer that was acting in compliance with India's Takeover and Delisting Regulations.

The Division granted relief from the requirements of Exchange Act Rules 14e-1(a), 14e-1(b) and 14e-1(c) ("Unlawful tender offer practices") to an India-based public limited company organized under the laws of India ("Issuer") in accordance with the Securities and Exchange Board of India's Takeover Regulations and Delisting Regulations (together, the "Indian Regulations").

The Issuer requested the relief in order to accept a mandatory cash tender offer (or "open offer" per the Indian Regulations) from the purchaser for the acquisition of equity shares, as a part of the delisting of the Issuer. The Division granted the no-action relief to allow (i) the Offer to remain open for a fixed 10-working-day period and (ii) the Purchaser to reduce the offer price in certain circumstances. The Division noted that "U.S. Holders other than the Sellers (who may not participate in the Offer) hold only 1.52 percent of the Shares" as part of their decision-making process.

The Division also granted no-action relief from Exchange Act Rule 14e-1(c) as long as the purchaser of the shares pays for, or returns, tendered shares (including any shares tendered during the specified "Exit Window Period") in accordance with the Indian Regulations.