The SEC Division of Corporation Finance (the "Division") granted exemptive and no-action relief to a technology company and two subsidiaries from certain tender offer requirements in connection with a complex series of transactions. The Division agreed to exempt the parties from the requirements of Exchange Act Rule 14e-5 and to provide no-action relief from enforcement pursuant to Exchange Act Rule 14e-1(c).
The parties - SoftBank Group Corp., SoftBank Corp., and Yahoo Japan - intend to execute a series of transactions that will involve (i) SoftBank Corp. purchasing $2 billion worth of Yahoo Japan shares from Altaba Inc. and (ii) Yahoo Japan repurchasing 220 billion yen worth of Yahoo Japan shares held by SoftBank Group Corp. In accordance with Japanese regulations, these transactions must be executed as "separate but parallel cash tender offers." The relief will allow both tender offers to occur concurrently.
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