SEC Comment Letter 0000000000-24-000713 to SINOVAC BIOTECH LTD (SVA) (CIK 0001084201) (SVA)
SINOVAC BIOTECH LTD (SVA) (CIK 0001084201)
Date: Jan. 19, 2024 · CIK: 0001084201 · Accession: 0000000000-24-000713
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United States securities and exchange commission logo
January 19, 2024
Jacob Mohs
Alternative Liquidity Index LP
C/O Alternative Liquidity Capital
11500 Wayzata Blvd. #1050
Minnetonka, MN 55305
Re:Alternative Liquidity Index LP
Sinovac Biotech Ltd.
Schedule TO-T filed January 8, 2024
File No. 005-79318
Dear Jacob Mohs:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your filing.
Schedule TO-T filed January 8, 2024
What are the Purchaser's future intentions concerning the Company?, page 0
1.We note that Purchaser made an additional offer for these shares in August 2023. Please
revise to state (including price paid per shares and number of shares purchased in that
offer), and to indicate whether you intend to make additional offers after this one. Provide
the same expanded disclosure under "Future Plans" later in the Offer to Purchase, and in
any future offers for these securities.
4. Procedures for Accepting This Offer and Tendering Shares, page 0
2.We note your statement that "All questions as to the validity, form, eligibility (including
time of receipt), and acceptance for payment of any tender of Shares pursuant to the
procedures described above will be determined by the Purchaser, in its sole discretion,
which determination shall be final and binding." Please revise this and similar statements
FirstName LastNameJacob Mohs
Comapany NameAlternative Liquidity Index LP
January 19, 2024 Page 2
FirstName LastNameJacob Mohs
Alternative Liquidity Index LP
January 19, 2024
Page 2
throughout your materials (such as in Sections 5 and 12) to remove the implication that
shareholders may not challenge your determinations and interpretations in a court of
competent jurisdiction.
6. Effects of the Offer, page 0
3.Please revise the first sentence of this section to clarify whether you believe the provisions
of the Company's Articles of Incorporation do or do not restrict transfers of shares
pursuant to the offer.
4.Refer to the following statement in the last paragraph of this section: "The foregoing
conditions are for our sole benefit and in our sole discretion may be waived only by us, in
whole or in part, at any time before the Expiration Date. Our failure to exercise any of the
conditions does not represent a waiver of our rights to exercise such conditions, which we
may choose to enforce at any time." When an offer condition is "triggered," a bidder must
promptly notify subject security holders whether it intends to waive that condition and
proceed with the offer, or assert the condition and terminate it. Please revise.
12. Conditions to this Offer, page 0
5.Refer to clauses (a)(ii) and (v) in this section. Reserving the right to determine satisfaction
of an offer condition in the sole judgement or sole discretion of the bidder may render the
offer illusory, in contravention of Regulation 14E. Please revise to include a standard of
reasonableness. See Compliance and Disclosure Interpretation Question 101.01 under
Tender Offer Rules and Schedules (March 17, 2023).
General
6.We note your statement at the top of the cover page of the Offer to Purchase that the offer,
proration period, and the withdrawal rights will "EXPIRE AT 11:59 P.M. MIDNIGHT,
NEW YORK CITY TIME, February 21, 2024." In future filings, please revise to clarify
whether the expiration is at 11:59 p.m. or at midnight.
7.Please revise your disclosure to include the information required by Item 3 of Schedule
TO and Item 1003(a) - (c) of Regulation M-A for any filing person and any person
specified in General Instruction C of Schedule TO. For each natural person, your revised
disclosure should include the principal business and address of his or her current principal
occupation or employment and past material occupations, positions, offices or
employment (during the past five years). In addition, please provide the information
required by Items 5-8 of Schedule TO for all persons or entities specified in General
Instruction C.
8.We note the following disclosure on the cover page of the Offer to Purchase: "Any
dividends paid after Expiration Date or such other date to which the Offer may be
extended by the terms of the Offer and as set forth in the Assignment Form, would be
assigned by tendering Shareholders to the Purchaser." Please be aware that if the Offer
FirstName LastNameJacob Mohs
Comapany NameAlternative Liquidity Index LP
January 19, 2024 Page 3
FirstName LastName
Jacob Mohs
Alternative Liquidity Index LP
January 19, 2024
Page 3
price is offset by dividends paid, this would represent a change in the Offer price requiring
that the Offer remain open for at least ten business days after notice of the change is
disseminated to target shareholders. See Rule 14e-1(b). Please revise to clarify.
9.Refer to Item 10 of Schedule TO and Instruction 2 to that Item. Since this is a partial
offer by a non-reporting bidder, explain why the Purchaser's financial statements are not
material.
9. Information Concerning the Purchaser, page 0
10.See our comments above. Please disclose the control persons of the Purchaser, which is a
limited partnership formed in 2021 to make investments in non-traded securities. See
General Instruction C to Schedule TO.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions