X hits on this document

PDF document

Securities Exchange Act of 1934 Rule 14d-11; Rule 14d-11(f) Rule 14d-10(a)(2) Rule 14e-1(b) - page 2 / 13

44 views

0 shares

0 downloads

0 comments

2 / 13

Ward A. Greenberg, Esq. September 26, 2006 Page 2

  • Rule 14d-11 under the Securities Exchange Act of 1934 (“Exchange Act”). The exemption from Rule 14d-11 permits the Bayer Entities to include a Subsequent Offering Period from the 21st day following the Registration Announcement for so long as required to be extended under German law.

  • Rule 14d-11(f) under the Exchange Act. The exemption from Rule 14d-11(f) permits the Bayer Entities to offer consideration during the Subsequent Offering Period which differs from that offered during the Initial Offer Period solely by virtue of the Statutory Interest accrued and any reductions as a result of Guaranteed Dividend payments made, as required under German law and described in your letter.

  • Rule 14d-10(a)(2) under the Exchange Act. The exemption from Rule 14d-10(a)(2) permits the Bayer Entities to pay consideration which will fluctuate during the Initial Offer Period and the Subsequent Offering Period because of the Statutory Interest accrued thereon and any reductions thereof as a result of Guaranteed Dividend payments made, as required by German law and described in your letter.

Based on the representations made in your September 26, 2006 letter, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to Rule 14e-1(b) under the Exchange Act if the Bayer Entities pay consideration which will fluctuate during the Initial Offer Period and the Subsequent Offering Period because of the Statutory Interest accrued thereon and any reductions thereof as a result of Guaranteed Dividend payments made, as required by German law and described in your letter.

The foregoing exemptions and no-action positions are based solely on the representations and the facts presented in your letter, 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 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 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable

Document info
Document views44
Page views44
Page last viewedThu Dec 08 21:45:53 UTC 2016
Pages13
Paragraphs175
Words6245

Comments