The SEC Division of Corporate Finance granted no-action relief to Infosys Limited ("Infosys"), an India-based information technology consulting company, from tender offer requirements under certain Exchange Act rules. The relief permits Infosys to proceed with a partial tender offer for cash that is in compliance with applicable Indian laws, but is not consistent with Exchange Act Rules 13e-4 and 14e-1.
Specifically, the SEC granted relief with respect to the following provisions:
- Rule 3e-4(f)(1)(i) and Rule 14e-1(a), which require that a tender offer remain open for 20 business days. The SEC will allow Infosys to hold the tender offer open for 10 days, in accordance with Indian law.
- Rule 13e-4(f)(8)(i), which requires that a tender offer be held open to "all security holders of the class of securities subject to the tender offer." The SEC will allow Infosys to make the tender offer only to shareholders as of a fixed record date.
- Rule 13e-4(f)(3), which provides that if a tender offer is made for less than all outstanding equity shares in a particular class, and a greater number of securities is tendered than the issuer is bound to take up, then the securities taken up and paid for must be issued, pro rata, according to the number of shares tendered by each shareholder during the tender offer period. Instead, the SEC will allow Infosys to apply the Indian securities law entitlement system of proration.
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