SEC Company Response from IGC Pharma, Inc. (IGC) (CIK 0001326205) (IGC) — Dec 19, 2008
IGC Pharma, Inc. (IGC) (CIK 0001326205)
Date: Dec. 19, 2008 · CIK: 0001326205 · Accession: 0001206774-08-002041
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 15, 2008
Letter
VIA EDGAR Securities and Exchange Commission F Street, N.E. Washington, D.C. 20549 India Globalization Capital, Inc. Schedule TO-1 File No. 5-81669 Filed November 24,
Dear Ms. Griffith
This letter is intended to respond to the comments set forth in your letter dated December 15, 2008 (the “Comment Letter”) with respect to the Schedule TO-1 (“Schedule TO”) filed by India Globalization Capital, Inc. (the “Company”) on November 24, 2008 with respect to a tender offer relating to the Company’s outstanding warrants (the “Tender Offer”). The Company has filed an amended Schedule TO-1 and Supplement to the related Offer Letter (the “Offer Letter”) incorporating the changes referenced herein into the amended Schedule TO-1 and Supplement. As you requested we are disseminating the Supplement to the company’s warrant holders. The numbered paragraphs below correspond to the numbered comments in the Comment Letter.
Schedule TO
1. The Company does not believe that the accounting treatment of the Tender Offer is material and accordingly is not amending Item 4 to the Schedule TO-1.
The Offer Rescission Rights, Page
Securities and Exchange Commission
Attn: Julia E. Griffith
December 19,
Page
2. We will supplement the Offer Letter to provide that any securities that the Company has not accepted for tender by the fortieth business day after the commencement of the Tender Offer may be withdrawn:
Financial Information Regarding the Company, Page 15
3. We will supplement the Offer Letter to provide the financial information required by Item 1010 of Regulation M-A. As discussed, in light of the inclusion of the financial information, we will extend the offering period of the Tender Offer so that it concludes on the 10th business day following transmittal of the supplement.
Federal Income Tax Consequences, Page
4. We will revise the first sentence of this section to delete the word “certain”. The Company believes that that section addresses all material tax consequences and accordingly no further discussion is required.
Additional Information, Miscellaneous, Page 22
5. In response to your verbal comments during our telephone discussion on December 16, 2008, we will replace the second paragraph of Section 13 on page 22 of the Offer Letter with the following:
“We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer, or the acceptance of Warrants tendered pursuant to the Offer, is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law and, to the extent necessary, to extend the time period that Holders in such jurisdiction have to respond to the Offer. If, after a good faith effort, we cannot comply with the applicable law, the Offer will not be made in that jurisdiction. Notwithstanding that the Offer will not be made in that jurisdiction, the Company understands that it has an obligation to make the Offer to all Holders.”
Closing
The Company acknowledges that:
(a) the Company is responsible for the adequacy of the disclosure in the filings;
(b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
Securities and Exchange Commission
Attn: Julia E. Griffith
December 19,
Page 3
(c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company appreciates the staff’s comments with respect to the Tender Offer. If you have any questions with respect to this letter, please contact the undersigned at (312) 460-5962.
Very truly yours,
SEYFARTH
SHAW LLP
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Writer’s direct phone
(312) 460-5962
Writer’s e-mail
mblount@seyfarth.com
131 South Dearborn Street
Suite 2400
Chicago,
Illinois 60603
(312) 460-5000
fax (312) 460-7000
www.seyfarth.com
December 19, 2008
VIA EDGAR
Securities and Exchange Commission
100
F Street, N.E.
Washington, D.C. 20549
Attn: Julia E.
Griffith
Special
Counsel
Office of Mergers and Acquisitions
Re:
India
Globalization Capital, Inc.
Schedule
TO-1
File No.
5-81669
Filed November 24,
2008
Dear Ms. Griffith
This letter
is intended to respond to the comments set forth in your letter dated December
15, 2008 (the “Comment Letter”) with respect to the Schedule TO-1 (“Schedule
TO”) filed by India Globalization Capital, Inc. (the “Company”) on November 24,
2008 with respect to a tender offer relating to the Company’s outstanding
warrants (the “Tender Offer”). The Company has filed an amended Schedule TO-1
and Supplement to the related Offer Letter (the “Offer Letter”) incorporating
the changes referenced herein into the amended Schedule TO-1 and Supplement. As
you requested we are disseminating the Supplement to the company’s warrant
holders. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter.
Schedule TO
1. The Company does not believe that the
accounting treatment of the Tender Offer is material and accordingly is not
amending Item 4 to the Schedule TO-1.
The Offer
Rescission Rights, Page
11
Securities and
Exchange Commission
Attn: Julia E.
Griffith
December 19,
2008
Page
2
2. We will supplement the Offer Letter to
provide that any securities that the Company has not accepted for tender by the
fortieth business day after the commencement of the Tender Offer may be
withdrawn:
Financial Information Regarding the
Company, Page 15
3. We will supplement the Offer Letter to
provide the financial information required by Item 1010 of Regulation M-A. As discussed, in light of the inclusion of the
financial information, we will extend the offering period of the Tender Offer so
that it concludes on the 10th business day following transmittal of
the supplement.
Federal Income Tax Consequences, Page
16
4. We will revise the first sentence of
this section to delete the word “certain”. The Company believes that that
section addresses all material tax consequences and accordingly no further
discussion is required.
Additional Information, Miscellaneous,
Page 22
5. In response to your verbal comments
during our telephone discussion on December 16, 2008, we will replace the second paragraph of Section 13 on page 22 of
the Offer Letter with the following:
“We are not aware of any jurisdiction
where the making of the Offer is not in compliance with applicable law. If we
become aware of any jurisdiction where the making of the Offer, or the
acceptance of Warrants tendered pursuant to the Offer, is not in compliance with
applicable law, we will make a good faith effort to comply with the applicable
law and, to the extent necessary, to extend the time period that Holders in such
jurisdiction have to respond to the Offer. If, after a good faith effort, we
cannot comply with the applicable law, the Offer will not be made in that
jurisdiction. Notwithstanding that the Offer will not be made in that
jurisdiction, the Company understands that it has an obligation to make the
Offer to all Holders.”
Closing
The Company acknowledges that:
(a) the Company is responsible for
the adequacy of the disclosure in the filings;
(b) staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; and
Securities and
Exchange Commission
Attn: Julia E.
Griffith
December 19,
2008
Page 3
(c) the Company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.
The Company appreciates the staff’s
comments with respect to the Tender Offer. If you have any questions with
respect to this letter, please contact the undersigned at (312) 460-5962.
Very truly yours,
SEYFARTH
SHAW LLP
/s/ Michael Blount
Michael E. Blount
cc:
Ram Mukunda
Nicholas
Panos