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In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10 b and 14 e , and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offer.
The Division expresses no views with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.
Brian V. Breheny Nicholas P. We are writing on behalf of our client, Epicor Software Corporation, a Delaware corporation, in connection with its proposed exchange offer to acquire all of the outstanding ordinary shares of Scala Business Solutions N. The Offer has been recommended by the management and supervisory boards of Scala. We are requesting confirmation that, with respect to Epicor, the staff of the Division of Corporation Finance the "Staff" , will not recommend enforcement action to the Securities and Exchange Commission the "Commission" with respect to Rule 14e-1 b of the Securities Exchange Act of , as amended the "Exchange Act" , if the Offer pricing mechanism is conducted as described below.
Epicor designs, develops, markets and supports business enterprise software solutions for mid-sized companies, as well as subsidiaries and divisions of larger companies, primarily in major developed markets, such as North America, Western Europe, Australia and New Zealand. Scala designs, develops, markets and supports integrated enterprise resource planning, customer relationship management, and supply chain management solutions on a web services platform for companies in emerging markets, such as Central and Eastern Europe, Russia, China and Latin America.
Euronext Amsterdam is the primary and only officially recognized equity market in the Netherlands, and is the largest and most liquid equity market in the Netherlands. Scala is a foreign private issuer as defined in Rule 3b-4 c under the Exchange Act. Scala ordinary shares are not registered under the Exchange Act and Scala ordinary shares do not trade on any United States national securities exchange and are not quoted on Nasdaq.
Epicor is not aware of any established trading market for Scala ordinary shares in the United States and, to Epicor's and Scala's knowledge, no American depositary receipt program has been established with respect to Scala ordinary shares. Further, Scala is not required to, and does not, file reports pursuant to Section 13 a or 15 d of the Exchange Act or furnish reports pursuant to Rule 12g under the Exchange Act.
On November 14, , Epicor and Scala entered into an agreement the "Merger Protocol" , pursuant to which Epicor agreed, on the terms and subject to the conditions specified in the Merger Protocol, to offer to exchange, for each ordinary share of Scala that is validly tendered and not properly withdrawn, 0.
The Offer will be conducted as a single offer made concurrently in the Netherlands and the United States and certain other jurisdictions in which the Offer may be legally extended. The Form S-4 will contain a prospectus with respect to the issuance of Epicor common stock in the Offer. Upon effectiveness of the Form S-4, and receipt of final comments from the AFM on the Offering Memorandum, Epicor intends to commence the Offer on the terms and subject to the conditions of the Merger Protocol in accordance with applicable provisions of Section 14 e of the Exchange Act and the rules and regulations thereunder subject to the relief requested herein and the Dutch Bidding Rules.
The shares of Epicor common stock to be issued in the Offer will be listed on the Nasdaq National Market. In addition, upon successful completion of the Offer, Epicor expects to terminate the listing of ordinary shares of Scala on Euronext Amsterdam.
In addition, Epicor intends to effectuate a corporate restructuring of Scala so as to acquire any shares not tendered into the Offer, which may include, among other possibilities, a "buy-out" procedure under Dutch law, a transfer of assets or employees, or a legal merger in accordance with Dutch law.
Pursuant to terms of the Merger Protocol, Scala shareholders are protected, by means of an additional cash payment, from certain decreases in the value of Epicor common stock. Epicor will increase the cash portion offered per ordinary share of Scala in the Offer if the product of i the average closing price per share of Epicor common stock during the ten trading-day period ending two full trading days prior to expiration of the Offer the "Determination Period" and ii 0.
Epicor intends to issue a press release publicly announcing the final cash amount to be paid in the Offer prior to the opening of trading at the end of the last Nasdaq trading day ending two full Nasdaq trading days prior to the expiration of the Offer. In addition, at that time, Epicor will also publish the final cash amount in one or more daily newspapers with nation-wide distribution in the Netherlands and an advertisement in the Euronext Amsterdam Daily Official List, and Epicor will file a report on Form 8-K on the second trading day prior to the expiration of the Offer to set forth the final cash amount, which filing will be incorporated by reference into the Form S Epicor will provide in the prospectus and the Offering Memorandum a toll-free number to obtain the final exchange ratio starting at the end of the last Nasdaq trading day ending two full Nasdaq trading days prior to the expiration of the Offer.
This toll-free number will be available throughout the tender period to provide callers with the exchange ratio on each day during the Offer as if the exchange ratio had been determined on that date.
Rule 14e-1 b under the Exchange Act provides that "no person who makes a tender offer shall. The Offer is structured so Scala shareholders tendering their shares are protected from reductions in the trading price of Epicor common stock that would reduce the value of the Epicor common stock offered and, as a result, the total consideration.
Scala shareholders will also receive the benefit of any increase in Epicor's stock price subsequent to execution of the Merger Protocol.
The chart below demonstrates the cash value of the total offering price for different possible trading values for Epicor during the ten trading day period ending two full trading days prior to the expiration of the Offer. This chart will be reprinted in the prospectus contained in the Form S-4 and the Offering Memorandum. The formula to determine the total cash consideration offered will remain fixed throughout the period that the Offer remains open. As a result, Scala shareholders will receive a fixed minimum value of cash and a fixed number of shares.
We believe that the Offer as proposed to be conducted, including the price adjustment mechanism, is consistent with Rule 14e-1 b , because the formula remains fixed throughout the tender period and the final cash payment is announced at least two trading days prior to the scheduled expiration of the Offer.
We do not believe, and respectfully request that the Staff confirm, that under Rule 14e-1 b , Epicor would be required to extend the expiration date of the Offer for an additional ten business days following the announcement of the final cash payment unless the formula were changed, or the minimum or maximum amounts altered. August 11, , the Staff provided interpretive advice that a pricing mechanism determined based upon average trading prices over a specified period ending not later than the second full business day prior to the expiration day, subject to a minimum and maximum, was consistent with Rule 14e-1 b and that a bidder would not be required to extend the offer period for ten business days following the determination of the offer price.
The final cash payment will be determined based upon Epicor's average trading price during the Determination Period. Epicor will issue a press release to publicly announce the final cash amount prior to the opening of trading on the second trading day prior to the expiration of the Offer.
After the extended acceptance period, which expired on 29 May , BV Acquisitions holds approximately 98 percent of the shares and votes in Jeeves and percent of the outstanding warrants in Jeeves. BV Acquisitions has also initiated a compulsory acquisition procedure regarding the remaining shares in Jeeves. This information was submitted for publication on 4 June at This press release has been published in Swedish and English.
In the event of any discrepancy in content between the language versions, the Swedish version shall prevail. Founded in and headquartered in Stockholm, Jeeves Information Systems AB Jeeves is a provider of Swedish-made, cloud-based enterprise resource planning ERP software solutions for small and midsize businesses.
Jeeves is the provider of Jeeves ERP, a next-generation ERP software solution for discrete and process manufacturers and distributors who want a system that is as unique as they are.
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Epicor ERP software is undoubtedly industry-specific software that can easily manage business functions. It works efficiently to manage accounting, human resources, finance, customers, . Great company where you can make a difference. VP (Current Employee) - Austin, TX - August 23, I have worked at Epicor for a year and the team here are great! They are highly . Epicor. Epicor designs, develops, markets and supports business enterprise software solutions for mid-sized companies, as well as subsidiaries and divisions of larger companies, primarily in .