SEC Division of Corporation Finance no-action letter: Satyam Computer Services Ltd.

Jones Day LATHAM & WATKINS LLP
222 East 41st Street 555 Eleventh Street, N.W. Suite 1000 New York, New York 10017-6702 Washington, D.C. 20004-1304 Michele Anderson, Esq. Chief, Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tender Offer for Shares of Satyam Computer Services Limited Dear Ms. Anderson:
As discussed in our telephone conversations with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), we1 are requesting exemptive relief from certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that may be applicable to Satyam Computer Services Limited, a public limited company organized under the laws of India (the “Company”), Tech Mahindra Limited, a public listed company organized under the laws of India (“Tech M”), and Venturbay Consultants Private Limited, a private limited company organized under the laws of India (“Venturbay”) and a subsidiary of Tech M (Tech M, together with Venturbay, the “Investor”)2 , when the Investor, following an initial allotment of shares of the Company to Venturbay, makes a mandatory cash tender offer, referred to as an open public offer under Indian law (the “Open Public Offer”), to purchase shares of the Company. The Open Public Offer will be the mandatory3 second step in a series of transactions structured under the oversight and at the direction of the Government of India (the “GOI”) and its regulatory agencies, pursuant to which the Investor will provide needed capital to, and take control of, the Company. 1 References to “we” throughout this letter refer to the Investor and the Company. 2 Latham & Watkins LLP ( “Latham”) is U.S. counsel to the Company; Jones Day is U.S. counsel to the Investor. This letter is submitted jointly by Latham and Jones Day on behalf of their respective clients. The Company and the Investor have provided Latham and Jones Day, respectively, with, and authorized such law firms to make on their respective behalf, the factual representations with respect to the Company and the Investor, respectively, set forth herein. The statements as to Indian law contained in this letter, other than those contained in Section III, “Background Information Concerning the Investor”, have been prepared based on the advice of the Company’s Indian counsel, Amarchand & Mangaldas & Suresh A. Shroff & Co. The statements as to Indian law contained in Section III of this letter have been prepared based on the advice of the Investor’s Indian counsel, P&A Law Offices. 3 Rules 10 and 21 under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the “Takeover Regulations”), requires that a mandatory tender offer for at least 20% of the outstanding shares (including instruments convertible into shares within a period of 15 calendar days of the closing of the open public offer) be made by a person upon such person’s acquisition of 15% or more of the outstanding shares of a listed company in India.