SEC Division of Corporation Finance no-action letter: D.E. Master Blenders 1753 N.V — SEC — US

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
I 440 NEW YORK AVENUE, N. W.
WASHINGTON, D.C. 20005·2 I FlRM/Af1'1UAlE OffiCES BOSTON CHICAGO TEL: <202> 37 I ·7000 HOUSTON F'AX: <202> 393·5760 l.OS ANGEl.F:S HEW YORK www.skadden.com PAl.O Al.TO DIRECT DIAL WILMINGTON 202·37 1·7 1eo BEI.JINO OIRECT FAX BRUSSEI..S 202-ee 1-90 1 o FRAHKF\JRT EMAIL ADDRESS HONG KOHG BRIAN .BREHENY@SKADDEN.COM l.OHDOM MOSCOW MUNICH PARIS sAO PAULO SHANGHAI SINGAPORE SYOHEY May 21,2013 'RlRONTO VIENNA 100 F Street, N.E. Washington, D.C. 20549 Attention: Michelle M. Anderson, Chief Christina E. Chalk, Senior Special Counsel Office ofMergers and Acquisitions Division of Corporation Finance RE: Request for No-Action Relief or Exemption from Section 14(d)(5) of and Rules 14d-7, 14d-4(d), 14d-11(c), 14d-11 (d), 14e-1( c), 14e-1 (d) and 14e-5 under the Exchange Act Dear Ms. Anderson and Ms. Chalk:
We are writing on behalf ofOak LeafB.V., a private limited liability company incorporated under the laws ofthe Netherlands (the "Oak Leaf'), Acorn B.V., a private limited liability company incorporated under the laws ofthe Netherlands ("Acorn"), and Acorn Holdings B.V, a private limited liability company incorporated under the laws ofthe Netherlands ("Acorn Holdings" and, collectively with Oak Leaf, Acorn and Acorn Holdings, the "Bidders"). On April 12, 2013, Oak Leaf announced its intention to make a public offer (together with the Initial Offer Period (as defined below) and any Subsequent Offer Period (as defined below), the "Offer") to acquire all ofthe ordinary shares, nominal value ofEUR 0.12 (the "Shares"), ofD.E Master Blenders 1753 N.Y., a public limited liability company incorporated under the laws ofthe Netherlands ("DEMB"). DEMB's Board ofDirectors (the "Board") has unanimously recommended the acceptance ofthe Offer to the shareholders ofDEMB. The Bidders intend to structure the Offer to comply with applicable Dutch laws as well as with the U.S. federal securities laws, including Regulation 14D and 14E under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of any relief granted pursuant to this letter.

May 21 , 2013
We respectfully request on behalf ofthe Bidders that the Staff (the " Staff') ofthe U.S. Securities and Exchange Commission (the "Commission") grant exemptive relieffrom:
(a) Section 14(d)(5) of and Rule 14d-7 under the Exchange Act, to permit the Bidders to terminate withdrawal rights in the Offer at the expiration ofthe Initial Offer Period (as defined below) and during the period, which will in no event last longer three Dutch trading days, between the expiration ofthe Initial Offer Period and the date on which it is determined that the Minimum Acceptance Condition (as defined below) has been reached and the Offer is declared unconditional and tendered Shares are thereby accepted, as permitted by Dutch law and practice; (b) Rule 14d-11 (c) and (d) under the Exchange Act, to permit a subsequent offering period where acceptance of, and payment for, the Shares tendered in, and announcements ofthe results of, the Initial Offer Period are effected in accordance with Dutch law and customary Dutch market practice; (c) Rule 14e-l(c) under the Exchange Act, to permit the Bidders to pay for securities tendered during the Initial Offer Period in accordance with Dutch law and practice; (d) Rule 14e-l (d) under the Exchange Act, to permit the Bidders to announce any extensions ofthe tender offer in accordance with the timing and notice requirements of applicable Dutch law and customary Dutch market practice; and (e) Rule 14e-5 under the Exchange Act, to permit the Bidders to purchase, or arrange to purchase, whether directly or through any affiliates ofthe Bidders, or any broker or other financial institution acting as the Bidders' agent or any affiliates ofany broker or other financial institution acting as the Bidders' agent (together with the Bidders, the "Prospective Purchasers"), Shares outside ofthe Offer in accordance with applicable Dutch securities laws. In addition, we respectfully request on behalfofthe Bidders that the Staff grant no action relief from Rule 14d-4( d) under the Exchange Act, to permit the Bidders to terminate withdrawal rights upon the expiration ofthe Initial Offer Period and reduce or waive the Minimum Acceptance Condition (as defined below) at a percentage in excess of50% ofDEMB's issued and outstanding ordinary share capital after the expiration ofthe Initial Offer Period at the time the Bidders declare the Offer unconditional, provided that the Bidders make the disclosures and follow the procedural safeguards described in Section IV below. We are admitted to practice only in the State ofNew York and the District ofColumbia. To the extent this letter summarized propositions ofDutch law, we have relied on advice from Stibbe N .V., Dutch counsel to the Bidders. Please refer to the letter from Stibbe N.V., dated May 21 , 2013, attached hereto.

May 21,2013
I. Description of the Bidders and DEMB
The Bidders
Oak Leafwas incorporated on March 27, 2013 under the laws ofthe Netherlands. Oak Leafhas been incorporated to complete the purchase ofthe Shares under the Offer and has not carried on any business prior to the date hereof, other than with respect to the Offer and related equity and debt financing arrangements. Oak Leafis a wholly owned subsidiary ofAcorn, which is a wholly owned subsidiary of Acorn Holdings, and Acorn Holdings is a wholly owned subsidiary of JAB Forest B.V., a private limited liability company incorporated under the laws ofthe Netherlands. Each ofForest JAB Holdings II B.V., a private limited liability company incorporated under the laws ofthe Netherlands, Donata Holdings B.V., a private limited liability company incorporated under the laws ofthe Netherlands, Donata Holding SE, an Austrian Societas Europaea, Joh. A. Benckiser s.a r.l., a Luxembourgian Societe a Responsabilite Limitee and Parentes Holding SE, an Austrian Societas Europaea may be deemed to control the Bidders and beneficially own any securities acquired by the Bidders. The Bidders are members ofa privately-held affiliated group ofcompanies, operating under the Joh. A. Benckiser Group ("JAB") trade name. JAB is focused on long term investments in companies with premium brands in the fast moving consumer goods category. JAB's portfolio includes a majority stake in Coty Inc., a global leader in beauty, a majority stake in Peet's Coffee & Tea Inc., a premier specialty coffee and tea company, a majority stake in Caribou Coffee Company, Inc., a specialty retailer ofhigh-quality premium coffee products and a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products. Joh. A. Benckiser also owns Labelux, a luxury leather goods company with brands such as Jimmy Choo, Bally and Belstaff. In the ordinary course ofits business JAB examines potential investments in or acquisitions of companies in the coffee and tea category. DEMB According to publicly available information, DEMB is a leading, focused pure-play coffee and tea company that offers an extensive range ofhigh-quality, iimovative coffee and tea products that are well-known in retail and out of home markets across Europe, Brazil, Australia and Thailand. We understand that DEMB is a "foreign private issuer'' as defined in Rule 3b-4(c) under the Exchange Act. DEMB shares are listed for trading on NYSE Euronext in Amsterdam, under the symbol DE. There were 594,859,274 Shares outstanding as ofApril12, 2013. The primary trading market for the Shares is NYSE Euronext in Amsterdam. Trading ofthe Shares in the U.S. is only done over the counter.

May 21,2013
II. Description of the Transactions
The Merger Protocol
On April 12, 2013, Oak Leaf and DEMB entered into a merger protocol (the "Merger Protocol"), pursuant to which Oak Leaf agreed, subject to certain pre-commencement conditions, to commence the Offer. The Offer As noted above, the Offer is structured as a single offer made concurrently in the Netherlands and the United States, in compliance with applicable Dutch securities laws as well as with the U.S. federal securities laws, including Regulation 140 and 14E under the Exchange Act, except to the extent of any relief granted pursuant to this letter. In connection with the Offer, the Bidders plan to file with the Commission a tender offer statement on Schedule TO (the "Schedule TO"), to which an offer memorandum will be attached as an exhibit (the "Offer Document''). As described above, Oak Leafwill offer to purchase all ofthe outstanding Shares at a purchase price ofEUR 12.50 per Share in cash. The offer will remain open for acceptance for an initial period ofbetween eight and ten weeks, which in any event will be a minimum of20 business days (the "Initial Offer Period"). The Offer will be subject to conditions customary for offers ofthis type (the "Conditions"), including, among others:

(i) the number ofShares that are tendered in the Offer, (ii) the Shares that are directly
or indirectly held by Oak Leaf or any of its affiliates and (iii) the Shares that are unconditionally and irrevocably committed to Oak Leaf or any of its affiliates shall represent at least 95% of all Shares on a fully diluted basis (the "Minimum Acctmtance Condition'');
all notifications to all relevant competition authorities shall have been made and all
waiting periods with respect to such notifications shall have expired or approval shall have been granted, as the case may be;
the Board shall not have revoked or changed the recommendation in support ofthe
Offer;
the members ofthe Board shall not have taken any action or made any public
announcement that prejudices or frustrates or may prejudice or frustrate the Offer, other than to the extent specifically permitted by the Merger Protocol;
the extraordinary general meeting ofDEMB shareholders shall have adopted certain
resolutions;

May 21,2013

the tender agreements with holders ofnotes issued by DEMB's subsidiary DE US
Inc. shall be in full force and effect and shall not have been amended or modified without the prior written consent of Oak Leaf;
the supervisory board ofDEMB's subsidiary Konink:lijke Douwe Egberts B.V. shall
not have revoked its approval ofthe financing ofthe Offer, including the refinancing ofthe notes issued by DEMB's subsidiary DE US Inc. or the contemplated new revolving credit facility ofDEMB;
no notification shall have been received from the Netherlands Authority for the
Financial Market stating that the preparation ofthe Offer is in violation of chapter 5.5 ofthe Dutch Financial Supervision Act (the "Wft") and that, pursuant to section 5.80 ofthe Wft, investment firms (as defined in the Wft) would not be allowed to cooperate with the settlement ofthe Offer;
no order, stay, judgment, decree, suit, action or proceeding is issued or initiated by
any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority, or any statute, rule, regulation governmental order or injunction has been enacted, enforced or deemed applicable to the Offer, any of which prohibits or materially delays or could reasonably be expected to prohibit or materially delay the consummation ofthe Offer or the ability ofOak Leafto acquire effective control ofDEMB in any material respect; and
since the Commencement Date no Material Adverse Change (as those terms are
defined in the Merger Protocol) has occurred or become known.
Oak Leafs purpose is to acquire control of, and ultimately the entire equity interest in, DEMB. If at the completion ofthe Offer (including any and all extensions), Oak Leafdoes not acquire 100% ofthe Shares, Oak Leafintends to enter into one or more transactions to enable Oak Leaf or an affiliate ofOak Leafto acquire all shares not acquired pursuant to the Offer. Oak Leafreserves the right to use any permitted method to acquire 100% ofthe Shares. If any Condition is not satisfied or waived at the conclusion ofthe Initial Offer Period, Oak Leaf may extend the acceptance period once for a period of at least two weeks and not more than ten weeks. As soon as possible following the Offer being declared unconditional, Oak Leafintends to procure that DEMB's listing on NYSE Euronext in Amsterdam will be terminated. Delisting may be achieved on the basis of95% or more ofthe issued share capital ofDEMB having been acquired by Oak Leaf or on the basis of a statutory merger. If, following the settlement ofthe Offer, Oak Leafand its affiliates, alone or together with DEMB, hold at least 95% ofDEMB's aggregated issued share capital on a fully diluted basis, Oak Leaf may commence a statutory buy-out, in accordance with applicable Dutch law, in order to acquire the remaining Shares not tendered and not held by Oak Leafor DEMB.

May 21,2013
Subject to the Offer being declared unconditional, Oak Leafmay seek to effect or cause to effect any other restructuring ofDEMB's group for the purpose of achieving an optimal operational, legal, financial or fiscal structure in accordance with the Exchange Act and Dutch law in general, some ofwhich may have the effect ofdiluting the interest ofany remaining minority shareholders ofDEMB ("Post-Closing Restructuring Measures"), including:

a subsequent public offer for any Shares held by minority shareholders;
a statutory cross-border or domestic (bilateral or triangular) legal merger in
accordance with applicable Dutch law between DEMB, Oak Leafor one or more members ofOak Leafs group;
a statutory legal demerger ofDEMB in accordance with applicable Dutch law;
a contribution of cash or assets to DEMB in exchange for new shares issued (in which
case the existing shareholders ofDEMB may not have pre-emptive rights) on an arm's length basis and supported by a fairness opinion from a reputable corporate finance adviser;
a sale of all, substantially all, or a substantial part ofthe assets ofDEMB, which may
or may not be followed by a distribution ofproceeds to the shareholders DEMB, all in accordance with applicable Dutch law and the organizational documents ofDEMB and all on an arm's length basis and supported by a fairness opinion from a reputable corporate finance adviser;
a distribution ofproceeds, cash or assets to the shareholders ofDEMB;
a sale and transfer ofassets and liabilities by Oak Leaf or any member ofOak Leafs
group to any member ofthe DEMB's group on an arm's length basis and supported by a fairness opinion from a reputable corporate finance adviser, or a sale and transfer ofassets and liabilities by any member of DEMB's group to Oak Leaf or any member ofOak Leafs group on an arm's length basis and supported by a fairness opinion from a reputable corporate finance adviser;
conversion ofDEMB into a private limited liability company;
any combination ofthe foregoing; or
any transactions, restructurings, share issues, procedures or proceedings in relation to
DEMB or one or more ofits affiliates required to effect the aforementioned objective. In the effectuation of any Post-Closing Restructuring Measure, due consideration will be given to the interests ofminority shareholders ofDEMB and all such minority shareholders, including any U.S. holders, will be treated equally in accordance with applicable laws. Any proposed Post-Closing Restructuring Measure which could reasonably be expected to disproportionally prejudice the value of, or the rights relating to the minority's shareholding in

May 21, 2013
DEMB, will require an affirmative vote ofa non-executive member ofthe Board who is independent from Oak Leaf, its affiliates and any of its advisers. Tier II Exemption The relief requested by this letter would be available under Exchange Act Rule 14d-l (d) (the "Tier II Exemptions") ifthe Bidders qualified for the Tier II Exemptions. As you know, in order to qualify for the Tier II Exemptions United States residents may hold no more than 40% ofthe outstanding Shares calculated in accordance with the instructions to Rule 14d-l(d) (the "U.S. Ownership Calculation Rules"). To determine the residency ofthe holders ofDEMB, the Bidders used the method of calculating record ownership required by the instructions to Rule 14d-l(d), including the application ofRule 12g3-2(a) under the Exchange Act. The shareholder register ofDEMB is maintained by ABN Amro Group NV, with Computershare Limited maintaining a secondary register with respect to registered holders which are U.S. persons. The shareholder register maintained by ABN Amro Group NV reflects record ownership ofEuroclear SA/NV and Computershare Limited on behalf ofthe holders for which it maintains the register. As a result, based on the Rule 12g3-2(a) method the percentage of U.S. holders ofthe Shares was estimated at approximately 11%. The Bidders, however, did not believe that this calculation was indicative ofthe U.S. ownership ofthe Shares. As a result, the Bidders reviewed an analysis (the "Analysis") provided by DEMB as of March 21, 2013, which summarized shareholder identification research performed by King Worldwide based on a sample of approximately 78% ofthe Shares outstanding. The Analysis indicated that in a simulated extrapolation based on the sample, approximately 80% ofthe Shares are held by institutional investors, approximately 5% ofthe Shares are held by retail investors and approximately 15% ofthe Shares are held by the Bidders. Further, the Analysis reports that, in the simulation, approximately 57% ofthe Shares held by institutional investors are held by U.S. residents, and that substantially all ofthe Shares held by retail investors are held by U.S. residents. Based on the foregoing data, the Bidders estimate that the percentage ofoutstanding Shares held by U.S. residents who are institutional holders is approximately 45.6%, and that the percentage ofoutstanding Shares held by U.S. residents overall is 50.6%. Accordingly, after excluding Shares owned by the Bidders (as required by the U.S. Ownership Calculation Rules), the Bidders estimate that the percentage ofoutstanding Shares held by U.S. residents is approximately 59.5%. We recognize that this percentage exceeds the threshold for reliance upon the Tier II Exemption. However, the Commission has stated that, when U.S. ownership is greater than 40%, it would consider relief on a case-by-case basis when there is a direct conflict between U.S.laws and practice and those ofthe home jurisdiction. Rationale for ReliefRequested As a
result ofthe foregoing and to permit the global offer to be successful and comply with both Dutch and U.S. tender offer rules, on behalf ofthe Bidders, we respectfully request the relief described herein. In particular, we believe that the relief requested herein is necessary to permit the success ofthe Offer since there are direct conflicts between U.S. and Dutch law and

May 21 , 2013 practice, specifically with respect to withdrawal rights and related procedures, the waiver of offer conditions, timing for payment ofshares and announcement ofoffer results and the ability ofthe Prospective Purchasers to purchase or make arrangements to purchase the Shares otherwise than pursuant to the Offer. The Commission has recognized that strict application ofits rules could disadvantage U.S. securities holders in some situations. As described above, a condition to the settlement of the Offer is that the Bidders are able to obtain 95% ofthe Shares. Given the large premium offered to all shareholders ofDEMB (a 36% premium to DEMB's volume-weighted average closing price for the 3 months up to and including March 27, 2013), improving the likelihood of reaching this threshold and declaring the Offer unconditional is in the best interests ofall shareholders. As explained in more detail below, the Offer will be regulated by applicable Dutch law and NYSE Euronext in Amsterdam rules, and the Bidders plan to satisfy all conditions and take all precautions typically required where the Staff grants the relief requested or otherwise required by an exemption that the Offer does not qualify for because the Offer does not satisfy the requirements ofthe Tier II Exemptions.
III. Request for Relief from Section 14(d)(S) of and Rule 14d-7 of the Exchange Act
Section 14(d)(5) ofthe Exchange Act provides that securities tendered in a tender offer
but not yet accepted and paid for may be withdrawn at any time after 60 days from the date of the original offer. Rule 14d-7 under the Exchange Act requires that "any person who has deposited securities pursuant to a tender offer has the right to withdraw those securities during the period such offer, request or invitation remains open." Following the expiration ofthe Initial Offer Period, the Bidders will determine within three Dutch trading days whether all conditions to the Offer have been met or waived, and ifthe Offer is declared unconditional, the Bidders will pay for all tendered Shares no later than three Dutch trading days after the Offer is declared unconditional (and the Bidders will not terminate withdrawal rights at the expiration ofthe Initial Offer Period if all conditions to the Offer, other than the Minimum Acceptance Condition, have not been satisfied or waived). To the extent that the Offer is deemed to "remain open,. (within the meaning ofRule 14d-7) during the period between the expiration ofthe Initial Offer Period and the time at which the Bidders declare the offer unconditional and thereby accept the Shares tendered during the Initial Offer Period (the "Determination Period"), which may last up to three Dutch trading days, Rule 14d-7 would, in the absence ofrelief, require the Bidders to maintain withdrawal rights throughout the Determination Period for holders of such Shares. Moreover, if 60 days elapse between the date on which the Bidders first make the Offer and the date no which they declare the Offer unconditional and thereby accept the Shares tendered during the Initial Offer Period, Section 14(d)(5) would, in the absence ofrelief, permit the holders ofsuch Shares to withdraw them during all or some part ofthe Determination Period. Permitting withdrawals during the Determination Period would be inconsistent with Dutch law and practice and could frustrate the success ofthe Offer. Because the Bidders will use the Determination Period to determine the number of Shares tendered, permitting withdrawals during this period would conflict with the counting procedures envisaged under this transaction,

May 21, 2013 permitted under Dutch law and customary under Dutch market practice. Ifwithdrawals from the Offer during the counting process were permitted, they could frustrate the success ofthe Offer by affecting whether or not the minimum acceptance condition is met. The Bidders therefor request that the Staff grant exemptive relief from compliance with
Section 14(d)(5) insofar as that section would permit holders of Shares who tendered into the
Offer to withdraw their securities at any time which is both (a) after 60 days from the date of commencement ofthe Offer and (b) during the Determination Period, which in no event will last more than thee Dutch trading days. The Bidders further request that the Staff grant exemptive relief from Rule 14d-7 to permit the Bidders to terminate withdrawal rights at the expiration of the Initial Offer Period and during the Determination Period, which will in no event last more than three Dutch trading days. Rule 14d-l(d)(2)(viii) under the Exchange Act provides that a bidder may suspend withdrawal rights at the end ofthe offer and during the period that securities tendered into the offer are being counted provided certain other conditions are met. All other conditions for the exemption provided in Rule 14d-l(d)(2)(viii) will be met except that the transaction does not qualify for the Tier II Exemptions. The Commission has granted relief under Rule 14d-1 ( d)(2)( viii) in other situations where the transaction did not qualify for the Tier II Exemption. 1
IV. Request for Relief From Rule 14d-ll(c) and (d) of the Exchange Act
Rule 14d-ll(c) requires, as a condition to the subsequent offering period contemplated in the first paragraph ofRule 14d-ll, that an offeror immediately accept and promptly pay for all securities tendered during an initial offer period. Rule 14d-ll(d) requires that a bidder announce the results ofthe tender offer, including the approximate number and percentage of securities deposited to date, no later than 9:00am. Eastern time on the next U.S. business day after the expiration of an initial offering period and immediately begin the subsequent offering period. During the Offer, the Bidders will pay for tendered Shares in accordance with Dutch market practice in the manner described in this Letter. The payment for the Shares pursuant to Dutch law and customary Dutch market practice would occur as soon as possible, but in any event within six Dutch trading days. Dutch law requires the Bidders to announce whether the Offer has been declared unconditional and whether the Offer will be extended (the "Subseguent Offer Period") within three Dutch trading days after the expiration ofthe Initial Offer Period. Accordingly, the Offeror would announce whether the Offer will be extended and a Subsequent Offer Period will commence in accordance with Dutch law. This timing may not comply with the requirements of Rule 14d-ll to the extent that such announcement is not made on or prior to 9:00 a .m. Eastern See Offer by Vimpelcom Ltd., Altimo Holdings & Investments Ltd. and Telenor ASA for all outstanding common shares, preferred shares and American Depositary Shares Vimpei-Communications (February 5, 2010); Offer by Kraft Foods Inc. Offer for all outstanding ordinary shares and ADSs ofCadbury pic (December 9, 2009).

May 21,2013 time on the next U.S. business day after the expiration date ofthe Initial Offer Period. We do not believe, however, that this represents a material departure from Exchange Act requirements. The Bidders respectfully request exemptive relief from: the provisions ofRule 14d-ll(c) to permit the Bidders to accept and pay for Shares in accordance with Dutch law and customary Dutch market practice in the manner described in this letter; and from the provisions ofRule 14d-11 (d) to permit the Bidders to announce the results ofthe Initial Offer Period in accordance with Dutch law and customary Dutch market practice in the manner described in this letter and commence the Subsequent Offering Period immediately following such announcement. In accordance with Rule 14d-ll(e), the Bidders will immediately accept and promptly pay for all Shares as they are tendered in the Subsequent Offer Period. In this regard, we note that Tier II Relief provides under Rule l4d-l(d)(2)(v) that an offer will satisfy the announcement and prompt payment requirements ofRule 14d-ll(d) ifthe bidder announces the results ofthe offer and pays for tendered securities in accordance with the requirements ofthe local law or practice and the subsequent offering period commences immediately following such announcement. Although the Tier II Exemptions are not available for the Offer, we believe that the relief requested is consistent with the general exemption ofTier II. We note that the Staff has permitted subsequent offering periods to be conducted in a similar manner in compliance with local law and market practice in the context oftransactions that did not qualify for Tier II Relief.2
V. Request for Relief From Rule 14e-l(c) of the Exchange Act
Rule 14e-1 (c) under the Exchange Act requires that the consideration offered in a tender or exchange offer be paid "promptly" after the termination ofsuch offer. The Tier II Exemptions provide an exemption from the requirements ofRule 14e-l(c) where payment is made in accordance with the requirements ofthe home jurisdiction law or practice. However, as discussed above, based on available information concerning the U.S. holders ofthe shares, the Tier II Exemptions are not available for the Offer. Prior to the adoption ofthe Tier II Exemption, the Staff confirmed in a number of noaction letters that payment for, or return of, tendered securities in accordance with local law and customary local tender offer practice would satisfy the requirements ofRule 14e-l(c).3 2 See Offer by Hannony Gold Mining Company Limited for all outstanding ordinary shares ofGold Fields Limited (November 19, 2004 ); and Offer by AIcan, Inc. for outstanding common shares, ADSs, Bonus Allocation Rights and OCEANEs of Pechiney (October 7, 2003). 3 See Proposed Exchange Offer by Crown Cork & Seal Company, Inc. for CamaudMetalbox (December 20, 1995); Re Pechiney Privatization (December 6, 1995); and Exchange Offer by RMne-Poulenc S.A. Inc. for Ordinary Shares and ADSs ofHoechst AG (October 7, 1999).

May 21,2013
Subsequent to the adoption ofthe Tier II exemption, the Staffhas also provided relief from the requirements ofRule 14e-1 (c) in respect ofa number oftransactions that did not satisfy the requirements ofthe Tier II exemption.4 As discussed above, in the Offer, payment would be made in accordance with Dutch law and customary Dutch market practice. The Offer would be declared unconditional within three Dutch trading days after the expiration ofthe Initial Offer Period and the consideration will be paid for tendered Shares within three Dutch trading days ofthe Offer being declared unconditional. The payment for the Shares pursuant to Dutch law and customary Dutch market practice will occur as soon as possible and in any event within six Dutch trading days. However, Dutch market practice will govern such transactions and because the Offer will not qualify under the Tier II Exemptions, and in reliance on the no action and exemptive letters cited above, the Bidders respectfully request that the Staffgrant an exemption from Rule 14e-1 (c) ifthe Bidders pay the consideration in the Offer in the manner described above.
VI. Request for Relief From Rule 14e-1( d) of the Exchange Act
Rule 14e-l (d) under the Exchange Act governs the manner of announcements of extensions to an offer. The Tier II exemption under Rule 14d-l(d) provides an exemption from the requirements of Rule 14e-1(d) where notice of extensions is made in accordance with the requirements ofthe home jurisdiction law or practice. In the Offer, notice of extensions will be made in accordance with Dutch law and practice. However, as discussed above, based on available information concerning the U.S. holders ofthe shares, the Tier II Exemptions will not be available for the Offer. The Bidders will announce the results ofthe Offer, including the approximate number and percentage of securities deposited to date, within three Dutch trading days ofthe expiration ofthe Initial Offer Period, in accordance with Dutch law and to accommodate the determination ofwhether the Minimum Acceptance Condition has been met or waived (as more fully described in the other sections ofthis letter). Prior to the adoption ofthe Tier II exemption, the Staff provided relief from the notice requirements ofRule 14e-1 (d) and permitted the announcement ofextensions to an offer effected in accordance with local country practice. 5 Subsequent to the adoption ofthe Tier II exemption, the Staff has also provided relief from the requirements of Rule 14e-1 (d) in a number of transactions that did not satisfy the requirements ofthe Tier II exemption. 6 4 See Hannony Gold No Action Letter, supra; and Alcan/Pechiney No-Action Letter, supra. s See Crown Cork /CamaudMetalbox No-Action Letter, supra. 6 See Hannony Gold No Action Letter, supra; and Alcan/Pechiney No-Action Letter, supra.

May 21,2013
On behalfofthe Bidders we respectfully request that the Staff grant an exemption from Rule 14e-1(d) ifthe Bidders announce any extensions to the Offer in the manner described above.
VII. Request for Relief from Rule 14e-5
Dutch law allows purchases outside of a tender offer both prior to commencement ofthe Offer and after commencement, subject to certain conditions, which are described in detail below. Ifthe relief sought herein is granted, the Prospective Purchasers plan to make purchases of Shares outside ofthe United States in compliance with such conditions, prior to or after the commencement of the Offer and either on the open market or through one or more privately negotiated transactions (collectively, the "Purchases"). Subject to certain exceptions, Rule 14e-5 prohibits a "covered person" from, directly or indirectly, purchasing or arranging to purchase any equity securities in the target company or any securities immediately convertible into, exchangeable for or exercisable for equity securities in the target company, except as part ofthe tender offer. This prohibition applies from the time of public announcement ofthe tender offer until the tender offer expires. "Covered person" is defin~d as (i) the offeror and its affiliates, (ii) the offeror's dealer-manager and its affiliates, (iii) any advisor to any ofthe foregoing, whose compensation is dependent on the completion ofthe offer and (iv) any person acting, directly or indirectly, in concert with any ofthe persons specified above. "Public announcement" is defined as any oral or written communication by the offeror or any person authorized to act on the offeror's behalfthat is reasonably designed to, or has the effect of, informing the public or security holders in general about the tender offer. The Prospective Purchasers would be considered covered persons under this definition, and after the public announcement ofthe Offer, the Prospective Purchasers are prohibited by Rule 14e-5 from purchasing any Shares outside ofthe Offer until the Offer is completed (to the extent any such purchase does not fall under the allowed exceptions under Rule 14e-5). Rule 14e-5 is designed to prevent manipulative and deceptive practices whereby a person making a cash tender or exchange offer purchases (or arranges to purchase) shares otherwise than pursuant to the offer, and to prevent disparate treatment of shareholders so that U.S. target security holders are permitted to participate in the offer on terms at least as favorable as those afforded other target holders. Given the protections offered by Dutch law and the disclosures and other protective measures the Bidders plan to make, we do not believe such issues will be present in the context ofthe Purchases. In this case, both the Offer and any Purchases will be regulated by Dutch securities laws, as both DEMB and the exchange on which its shares are listed are Dutch entities. Dutch law allows the Bidders to make the Purchases, subject to certain conditions meant to protect holders. For example, the Prospective Purchasers will generally be obligated by Dutch law to offer those

May 21,2013 tendering in the Offer the highest price offered to sellers outside the Offer. 7 Dutch law also requires the Bidders to make public disclosure ofany transactions in DEMB's shares after the public announcement ofthe Offer. The Bidders intend to publicly disclose their intention to make Purchases to both U.S. and non-U.S. holders prior to making such Purchases and will make public disclosure about the Purchases in the United States to the extent such disclosures are required to be made in the Netherlands. As noted above, the Board has unanimously recommended the acceptance ofthe Offer to the shareholders ofDEMB, pursuant to the fully negotiated Merger Protocol, which includes the express understanding that, subject to applicable law, the Bidders shall have the right to make the Purchases. Rule 14e-5(b)(12) under the Exchange Act permits purchases or arrangements to purchase securities subject to a tender offer by an offeror and its affiliates to be made in accordance with the laws ofthe target company's home jurisdiction, subject to certain conditions (including that the covered person reasonably expects that the tender is subject to the Tier II Exemptions). In the present case, all conditions under Rule 14e-5(b)(12) would be met, except that the Offer does not qualify for the Tier II Exemptions. We note that: (i) DEMB is a foreign private issuer as defined in Rule 3b-4(c); (ii) no purchases or arrangements to purchase otherwise than pursuant to the Offer will be made in the United States; (iii) the Offer Document will disclose prominently the possibility of, or the intention to, make, purchases or arrangements to purchase the shares outside the Offer, and, ifthere will be public disclosures of purchases of Shares, the manner in which information regarding such purchases will be disseminated; (iv) there will be public disclosure in the United States, to the extent that such information is made public in the Netherlands, ofinformation regarding all purchases ofthe Shares otherwise than pursuant to the Offer until the Offer expires; and ( v) the offer price ofthe Offer will be increased to match any consideration paid outside the Offer. In addition, Purchases or arrangements to purchase Shares by an affiliate ofany financial advisor ofthe Bidders will satisfy the following additional conditions: (i) the financial advisor and the affiliate will maintain and enforce written policies and procedures reasonably designed to prevent the transfer ofinformation among the financial advisor and the affiliate that might result in violation ofU.S. federal securities laws and regulations through the establishment ofinformation barriers; (ii) the financial advisor will have an affiliate that is registered as a broker or dealer under Section 15(a) ofthe Exchange Act; (iii) the affiliate will have no officers (or persons performing similar functions) or employees (other than clerical, ministerial, or support personnel) in common with the financial advisor
that direct, effect, or recommend transactions in the Shares or related securities who will also be involved in providing the Bidders ofDEMB with financial advisory services or dealer-manager services; and (iv) the Purchases or arrangements to purchase will not be made to facilitate the Offer. Although there is an exception under Dutch law to this best price rule for transactions executed in regular trading on a regulated market (as those terms are defined under Dutch law), this exemption is not commonly relied upon and the Bidders will not make use ofthis exception for the Offer. 7

May 21, 2013
The Staffhas granted similar relief in respect ofRule 14e-5 with respect to offers that met all ofthe criteria set forth in Rule 14e-5(b)(12) with the exception that the offer qualifies for the Tier II Exemptions.8 The Staff has also granted relief in respect ofRule 14e-5 under other facts and circumstances when the U.S. ownership percentages were higher than the Tier II ownership thresholds.9 Bidders respectfully request that the Staff grant an exemption from Rule 14e-5 ifthe Prospective Purchasers make Purchases in the manner described above. Please note that, in our view, it is doubtful that the jurisdictional predicate for the application ofthe Exchange Act, namely that there be a purchase ofa security "by use ofthe mails or by any means or instrumentality ofinterstate commerce or of any facility of a national securities exchange", would be satisfied ifany ofthe Prospective Purchasers made the Purchases, or arrangements to purchase, ofShares outside the United States. We nonetheless apply, on behalfofsuch persons, for exemptive relief for the Purchases from the provisions of Rule 14e-5, on the conditions set forth above. We have been requested by the Bidders to emphasize that this letter does not reflect an admission that Rule 14e-5 would apply to such purchases ofShares outside the United States in the absence ofsuch exemptive relief.
VIII. Request for Relief From Rule 14d-4( d) of the Exchange Act
Rule 14d-4( d) provides that ifa bidder makes a material change to the information published, sent or given to security holders about the tender offer, the bidder must publish, send or give the new information to security holders in a manner reasonably designed to inform them ofsuch change. We understand that it is the Commission's position that (a) the waiver or reduction ofa minimum acceptance condition is a material change for purposes of Rule 14d4(d), (b) the adequate dissemination requirement implies that security holders must have sufficient time after receiving the information to absorb it and make a decision as to whether to accept or withdraw from the offer and (c) as a general rule sufficient time requires a minimum of five U.S. business days. 10 In the Commission Guidance and Revisions to the Cross-Border Tender Offer, Exchange Offer, Rights Offerings, and Business Combination Rules and Beneficial Ownership Reporting Rules for Certain Foreign Institutions release, 11 the Commission adopted an interpretation (the "lntemretation") on the application ofRule 14d-4( d) to the reduction and waiver ofa minimum 8 See Offer by UnitedHealth Group Inc. for all outstanding shares of Amil Participacoes S.A. (November 20, 2012); Offer by Vimpelcom Ltd., Altimo Holdings & Investments Ltd. and Telenor ASA for all outstanding common shares, preferred shares and American Depositary Shares ¥impel-Communications (February 5, 2010); Offer by Kraft Foods Inc. Offer for all outstanding ordinary shares and ADSs ofCadbury pic (December 9, 2009); Offer by Barrick Gold Corporation for all outstanding shares ofNovaGold Resources Inc. (October 10, 2006). 9 Offer by Repsol, S.A. for all outstanding shares of YPF, S.A. (June 30, 1999) (granting relief from Exchange Act Rule IOb-13, the predecessor to Rule 14e-5). 10 See Interpretive Release Relating to Tender Offer Rules, Rei. No. 34-23296 (Apr. 3, 1987). 11 33-8957 (Oct. 9, 2008).

May 21, 2013 acceptance condition by a bidder eligible for the Tier II Exemptions. The Interpretation provides that the Commission will not object ifsuch a bidder reduces or waives a minimum acceptance condition without holding an offer open for a minimum offive U.S. business days following the announcement of the reduction or waiver so long as it complies with all of the following conditions. At least five U.S. business days prior to the scheduled expiration date ofthe offering period, the bidder must announce that it may waive or reduce the minimum acceptance condition. The bidder must disseminate this announcement through a press release and by other methods reasonably calculated to inform U.S. holders ofthe possibility of a waiver or reduction, which may include placing an advertisement in a newspaper ofnational circulation in the United States, which press release must (1) state the exact percentage to which the minimum acceptance condition would be reduced, (2) state that a waiver is possible and (3) advise shareholders to withdraw their tenders immediately iftheir willingness to tender into the offer would be affected by the reduction or waiver of the minimum acceptance condition. The bidder must file this announcement with the Commission via the EDGAR filing system on the date that the announcement is made. The bidder must declare its actual intentions once it is required to do so under the regulations of its home jurisdiction. During the five-day period after the bidder makes the announcement described in this paragraph, the offer must be open for acceptances, and shareholders who have tendered their securities must be entitled to withdraw their securities. The bidder must then hold an offer open for five U.S. business days after the waiver or reduction of the minimum acceptance condition, which will occur through a subsequent offer period. The offer documents must also describe the procedure for waiving or reducing the minimum acceptance condition and the potential impact ofthe waiver or reduction of the minimum acceptance condition. The bidder also may not waive or reduce the minimum acceptance condition below the percentage required for the bidder to control the target company after the tender offer under applicable foreign law, and in any case, may not reduce or waive the minimum acceptance condition below a majority ofthe outstanding securities ofthe subject class. The Bidders understand that in tender offers based in the Netherlands, it is common for holders not to tender their securities until the final two days ofthe tender offer. As a result, the Bidders do not expect to know whether they will need to reduce or waive the Minimum Acceptance Condition until after the Initial Offer Period has expired and the Bidders have had the opportunity to determine how many Shares have been tendered. Absent the relief requested herein, the Bidders would be required to extend the Initial Offer Period after the expiration ofthe Initial Offer
Period when the Bidders have determined whether to reduce or waive the Minimum Acceptance Condition. As discussed above, the Offer will not qualify for the Tier II Exemptions. The Bidders nevertheless, if granted the requested relief, would comply with all other conditions set forth in the Interpretation. At least five U.S. business days prior to the scheduled expiration date ofthe Initial Offer Period, the Bidders will announce that they may reduce or waive the Minimum Acceptance Condition. The Bidders will disseminate this announcement through a press release and by other methods reasonably calculated to inform U.S. holders ofthe possibility of a waiver or reduction, which may include placing an advertisement in a newspaper ofnational circulation in the United States, which press release will state the exact percentage to which the Minimum

May 21,2013
Acceptance Condition may be reduced or waived and state that a reduction or waiver is possible and advise shareholders to withdraw their tenders immediately iftheir willingness to tender into the Offer would be affected by a waiver or reduction ofthe Minimum Acceptance Condition. The Bidders will file this announcement with the Commission via the EDGAR filing system on the date that the announcement is made. The Bidders will declare their actual intentions once they are required to do so under applicable Dutch law. For a period of at least five U.S. business days after the Bidders make the announcement ofa reduction or waiver, a Subsequent Offer Period will be open for acceptances. The Offer documents will also describe the procedure for reducing or waiving the Minimum Acceptance Condition. Additionally, the Offer documents will include a discussion ofthe implications ofthe waiver ofthe Minimum Acceptance Condition, specifically, the implications ofthe Bidders' ownership ofless than the Minimum Acceptance Condition, ifthe Minimum Acceptance Condition is reduced. The Bidders will also not waive or reduce the Minimum Acceptance Condition below the percentage required for the Bidders to control DEMB after the Offer under Dutch law- which is below a majority of DEMB's issued and outstanding ordinary share capital.
IX. Conclusion
On the basis ofthe foregoing, we respectfully request on behalf ofthe Bidders that the Bidders granted exemptive or no action relief from compliance with Section 14(d)(5) ofand Rules 14d-7, 14d-4(d), 14d-11(c), 14d-ll(d), 14e-1(c) and 14e-5 under the Exchange Act, allowing the Bidders to conduct a successful offer, as permitted by Dutch law and subject to the conditions described herein, purchase or arrange to purchase, directly or indirectly, Shares otherwise than pursuant to the Offer. We appreciate the Staff's consideration ofthese matters. If you have any questions or require any further information, please contact me at (202) 3 71-7180, Paul T. Schnell at (212) 735-2322 or Sean C. Doyle at (212) 735-2554. Very truly yours, -?~=-----;;:::~. ~ cc: Paul T. Schnell and Sean C. Doyle, Skadden, Arps, Slate, Meagher & Flom LLP

Stibbe

Oak LeafB.V.
Oudeweg 147
2031 CC Haarlem
The Netherlands
Attention: Joachim Creus
Der1t Lemstnl
Acfvoc*en en notarfslen
Strawinlkylll... 2001
P.O. Box75&40
1070 AP Amsterdam
The Netherlands
T +31 20 548 03 !50
F +31 20 548 0813 derlt.lems1r80ttibbuom

.stibbe.com
0...
21 May 2013
RE: Request for No-Action Relief or Exemption from Section 14(dXS) ofand Rules 14d-7, 14d4(d), 14d-ll(c}, 14d-ll(d), 14e-l(c), 14e-l(d) and 14e-S under the Exchange Act Dear Mr. Creus:
We are acting as counsel to Oak LeafB.V., Acorn B.V. and Acorn Holdings B.V. in connection with the tender offer (the "Offef') for all outstanding shares of O.E Master Blenders 1753 N.V., as described in the Offer Memorandum and the related offering materials filed with the Netherlands Authority for the Financial Market. In such capacity, we have reviewed the letter requesting exemptive and no action relief from the provisions ofSection 14(dX5) of and Rules 14d-7, 14d-4( d), 14d-ll (c), 14d-ll (d), 14e-l (c), 14e-l (d) and 14e-5 under the Securities Exchange Act of 1934, as amended, prepared by Skadden, Arps, Slate, Meagher & Flom LLP and dated as ofMay 21, 2013, and confum that in our opinion the descriptions ofDutch law and takeover regulations contained therein are fair, accurate and, as relevant to the Offer, complete in all material respects. The foregoing confinnation is limited to matters involving the laws ofthe Netherlands and is not intended to be read as extending by implication to any other matters not referred to herein. We hereby consent to the inclusion of this letter with any request for relief submitted by you to the United States Securities and Exchange Commission. Very truly yours, The pr8CIIoe II - bf 8llblle N.Y. (Ngilllf8cl-..TN*,.._ ol ..Clwnblr ol Com.....,. under tunba' 3411111700). The gennl oondlllcnt ol 8CIIbe N.Y. .. _.,.. nllraldl 1 dlull an llmbCIDn ollllbllly. The ger>n~ condllons - liMn cllpotllld - the ~mOllltld tnd n ...illbll on,..._nlft'M ol . n.., CM 8110 be IGundM-llllbe.com. S'MS~l'l3'7111131.,