RegAlert2004-05-13
Added · Updated
SEC Division of Corporation Finance no-action letter: Epicor Software Corporation
The Division of Corporation Finance will not recommend enforcement action against Epicor Software Corporation under Rule 14e-1(b) if its exchange offer for Scala Business Solutions N.V. shares follows the specified pricing mechanism. This mechanism fixes the offer price formula based on Epicor's average trading price during a ten-day determination period ending two trading days before expiration, with cash adjustments capped at a maximum of $0.3665. Epicor must publicly announce the final cash payment via press release and Form 8-K at least two trading days prior to the offer's expiration and provide a toll-free number for shareholders to determine the minimum cash payment throughout the offer period.
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Securities Exchange Act of 1934
May 13, 2004
Via facsimile and US mail
Bradley L. Finkelstein, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94306
Re: Epicor Software Corporation Request for no-action relief under Rule 14e-1(b)
Dear Mr. Finkelstein,
We are responding to your letter dated May 13, 2004 to Brian V. Breheny and Nicholas P. Panos, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.
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