SEC Division of Corporation Finance no-action letter: HealthCare Global Enterprises Limited

July 16, 2020

July 16, 2020

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

Katherine M. Krause
Simpson Thacher & Bartlett LLP
Katherine.Krause@stblaw.com

Partial Offer by Aceso Company Pte. Ltd. for HealthCare Global Enterprises Ltd.

Dear Ms. Krause:

We are responding to your letter dated July 15, 2020, addressed to Ted Yu and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Indian counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated July 15, 2020.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-1(a). This exemption permits the Open Offer to remain open for a fixed period of 10 Working Days, as mandated by Indian law.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Indian counsel, including but not limited to, the following:

• Indian law mandates that the Open Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of 10 Working Days, which cannot be reduced or increased;
• based on the advice of Indian counsel, the Purchaser does not believe it can obtain exemptive relief from these Indian legal requirements applicable to the Open Offer;
• shareholders received notice of, and information about, the Open Offer and its terms before it commenced, as described in your letter;
• the Purchaser will publish a legal notice in the U.S. national edition of The Wall Street Journal disclosing the basic terms of the Open Offer on the date the Letter of Offer is dispatched to shareholders;
• it is expected that (i) a period of 15 Working Days (and approximately 15 U.S. business days as defined in Rule 14d-1(g)) will elapse between the dispatch of the final Letter of Offer to shareholders and the expiration of the Open Offer and (ii) a period of 47 Working Days (and 47 U.S. business days) will elapse between the date of the public announcement of the Open Offer and its expiration;
• the Open Offer is a mandatory offer required under Indian law; and
• except for this exemptive relief, the Open Offer will comply with all applicable rules under the federal securities laws.

The exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.

Sincerely,

/s/ Ted Yu

Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Last Reviewed or Updated: July 16, 2020

Resources

• Exemptive Order
• Incoming Letter from US and Indian Counsel

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July 15, 2020
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Attn: Ted Yu, Chief, Office of Mergers and Acquisitions Christina Chalk, Senior Special Counsel, Office of Mergers and Acquisitions Re: Tender Offer for Shares of HealthCare Global Enterprises Limited Dear Mr. Yu and Ms. Chalk, We are acting as Indian legal advisers to Aceso Company Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (the “Purchaser”), along with the Purchaser’s direct and indirect parent companies, Aceso Investment Holdings Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore, CVC Capital Partners Asia V L.P., a limited partnership organized under the laws of Jersey, CVC Capital Partners Investment Asia V L.P., a limited partnership organized under the laws of Jersey, and CVC Capital Partners Asia V Associates L.P., a limited partnership organized under the laws of Jersey, in connection with a mandatory cash tender offer to purchase the shares of HealthCare Global Enterprises Limited, a public limited company organized under the laws of India (the “Company”), referred to as an open offer under Indian Law (the “Open Offer”). In such capacity, we have been requested to review the letter, dated July 15, 2020, prepared by Simpson Thacher & Bartlett LLP on behalf of the Purchaser requesting relief from Rule 14e-l(a) under the Securities Exchange Act of 1934, as amended, in connection with the Open Offer (the “Letter”) and to provide you this letter (this “Support Letter”) to support the description of Indian law, regulation and practice, and, in particular, to support the statements relating to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, described in the Letter (such statements are collectively referred to as the “Indian Statements”). Based on the foregoing and subject to the qualifications set out below, we confirm that, in our opinion, the descriptions of Indian law and regulations in the Letter are fair, accurate and, as regards the aspects of the Open Offer described in the Letter for which relief has been requested therein, complete in all material respects and, in our view, the descriptions of Indian practice in the Letter are fair, accurate and, as regards the aspects of the Open Offer described in the Letter for which relief has been requested therein, complete in all material respects . We note the following:

1. The Indian Statements consist of summaries of relevant matters of Indian law and
   regulation, or as the case may be, Indian practice, and should not be construed as a comprehensive description of all law, rules, regulations and practice.

2. Except as set out below, this letter may not be reproduced, referred-to, or quoted in any
   offering materials, disclosure materials or printed matter related to the Open Offer.

3. We consent to this Support Letter being attached to the Letter.

4. In rendering this Support Letter, we have reviewed such laws of the Republic of India as
   we considered relevant and necessary, and we have not made any investigation of, and do not express any opinion on, the laws of any jurisdiction other than the laws of the Republic of India as applicable on the date of this letter. Yours faithfully, ______________________ Platinum Partners