SEC Comment Letter for Vedanta Ltd (CIK 0001370431) — Mar 23, 2021
Vedanta Ltd (CIK 0001370431)
Date: March 23, 2021 · CIK: 0001370431 · Accession: 0000000000-21-003512
AI Filing Summary & Sentiment
Letter
March 22, 2021 Via Email Paul Dudek Latham & Watkins LLP 555 Eleventh Street NW Washington, DC 20004
Re: Vedanta Limited Schedule 14D -9 filed March 18, 2021 SEC File No. 5 -83797
Dear Mr. Dudek :
The staff in the Office of Mergers and Acquisitions has reviewed your filing. We have the comments set forth below. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. All defined terms used here have the sam e meaning as in your filing.
General
1. In your response letter , tell us how you disseminated the Schedule 14D -9, consistent with your obligation under Rule 14e -1(a) to “publish, send or give” the required information to your shareholders . Given the brevit y of the Open Offer mandated by Indian law, we are concerned that shareholders of Vedanta Ltd. may not receive the required information in time to react to it in deciding whether to tender .
Item 4. The Solicitation or Recommendation
2. Rule 14e -2(a) requi res the Company to take a position on the Open O ffer and to support that position. In the Schedule 14D -9, Vedanta states that it has not made a
Paul Dudek , Esq. Latham & Watkins LLP March 22, 2021 Page 2
recommendation with respect to the Open O ffer. However, in the document attached as Exhibit 99.1 to the Schedule 14D-9, which appears to be a press release of the Company, the Committee of Independent Directors, acting on behalf of Vedant a, expresses the view that the Open O ffer is “fair and reasonable” and cites only positive factors in supporting that opinion . We are concerned that th e characterization of Vedanta’s position regarding the Open Offer in Exhibit 99.1 is inconsistent with the disclosure in Item 4 of Schedule 14D-9 and thus may confuse shareholders. Please advise or revise.
We remind you that the Company is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to me at (202) 551 -3263.
Sincerely,
/s/ Christina Chalk
Show Raw Text
March 22, 2021
Via Email
Paul Dudek
Latham & Watkins LLP
555 Eleventh Street NW
Washington, DC 20004
Re: Vedanta Limited
Schedule 14D -9 filed March 18, 2021
SEC File No. 5 -83797
Dear Mr. Dudek :
The staff in the Office of Mergers and Acquisitions has reviewed your filing. We have
the comments set forth below. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments. All defined terms used here
have the sam e meaning as in your filing.
General
1. In your response letter , tell us how you disseminated the Schedule 14D -9, consistent with
your obligation under Rule 14e -1(a) to “publish, send or give” the required information to
your shareholders . Given the brevit y of the Open Offer mandated by Indian law, we are
concerned that shareholders of Vedanta Ltd. may not receive the required information in
time to react to it in deciding whether to tender .
Item 4. The Solicitation or Recommendation
2. Rule 14e -2(a) requi res the Company to take a position on the Open O ffer and to support
that position. In the Schedule 14D -9, Vedanta states that it has not made a
Paul Dudek , Esq.
Latham & Watkins LLP
March 22, 2021
Page 2
recommendation with respect to the Open O ffer. However, in the document attached as
Exhibit 99.1 to the Schedule 14D-9, which appears to be a press release of the Company,
the Committee of Independent Directors, acting on behalf of Vedant a, expresses the view
that the Open O ffer is “fair and reasonable” and cites only positive factors in supporting
that opinion . We are concerned that th e characterization of Vedanta’s position regarding
the Open Offer in Exhibit 99.1 is inconsistent with the disclosure in Item 4 of Schedule
14D-9 and thus may confuse shareholders. Please advise or revise.
We remind you that the Company is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to me at (202) 551 -3263.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions