SEC Division of Corporation Finance no-action letter: Metalink Ltd.

Top Alpha Capital S.M. Ltd. requests an exemption from Rule 14d-7(a)(1) and no-action relief under Rule 14e-1(c) to extend its tender offer for Metalink Ltd. Ordinary Shares by a four-calendar day additional offering period without providing withdrawal rights for shares previously tendered. This relief is necessary to comply with Section 331(d) of the Israeli Companies Law, which mandates the additional period and prohibits withdrawals to ensure all shareholders have the opportunity to tender after conditions are satisfied. The Bidder intends to pay for tendered shares within four U.S. business days following the expiration of the additional offering period.

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SRK>>>
Kronengold Law Offices
Oppenheimer 7, Rabin Science Park, Rehovot, Israel 7670107 Tel +972 (0)8 9360999, Fax +972 (0)8 9366000

February 16, 2016

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ted Yu, Chief
Daniel F. Duchovny, Special Counsel
Office of Mergers & Acquisitions

Re: Request for Exemption from the Provisions of Rule 14d-7(a)(1) and No-Action Relief under the Provisions of Rule 14e-1(c), promulgated under the Securities Exchange Act of 1934, as amended

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