SecProbe.io

CORRESP
1
filename1.htm

December 4, 2023

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Application and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Al Pavot and Jeanne Baker

Re:
Olink Holding AB (publ)

Schedule 14D-9 Filed October 31,
2023

File No. 005-93360

Ladies and Gentlemen:

This letter sets forth the
response of Olink Holding AB (publ) (the “Company,” “Olink” or “we”) to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) set forth in your letter dated November 13, 2023, with respect to the Company’s Schedule
14D-9 filed with the Commission on October 31, 2023 (the “Schedule 14D-9”).

Concurrently with the submission
of this response letter, we are filing, through EDGAR, Amendment No. 3 to the Schedule 14D-9 (the “Schedule 14D-9 Amendment”).
Capitalized terms used in this letter but not otherwise defined in this letter have the meaning set forth in the Schedule 14D-9 or the
Schedule 14D-9 Amendment, as applicable.

The text of the Staff’s
comments have been included in this letter for your convenience, and the Company’s response to the comments have been provided
immediately thereafter.

Schedule 14D-9 Filed October 31, 2023

Identity and Background of Filing Person,
page 1

 1. We note the disclosure on pages 18
                                            and 20 of the Offer to Purchase that Buyer is not providing for any guaranteed delivery procedures.
                                            Therefore, on page 2 of the Schedule 14D-9, please remove the references to such guaranteed
                                            delivery procedures.

Response:
In response to the Staff’s comment, the Company has amended the disclosure under the heading, “Item 2. Identity and Background
of Filing Person—(b) Tender Offer—The Offer” on page 2 of the Schedule 14D-9.

 2. We
                                            note the name and address of Buyer on page 3 of the Schedule 14D-9. Because it is a
                                            co-offeror, please also provide the name and address of Parent. See Item 1003(d) of
                                            Regulation M-A.

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 2. Identity and
Background of Filing Person—(b) Tender Offer—The Offer” on page 3 of the Schedule 14D-9.

Past Contacts, Transactions, Negotiations
and Agreements, page 3

 3. On page 6 of the Schedule
                                            14D-9, you state that Parent and Olink are party to “certain commercial arrangements.”
                                            Please expand this disclosure to briefly describe the nature of those commercial arrangements
                                            or direct shareholders to another place in the Schedule 14D-9 where this disclosure appears.

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 3. Past, Contacts,
Transactions, Negotiations and Agreements—Commercial Arrangements” on page 6 of the Schedule 14D-9.

 4. Refer to the following statement
                                            made on page 7 of the Schedule 14D-9: “Olink’s executive officers and directors
                                            who tender their Offer Securities pursuant to the Offer will be entitled to receive the same
                                            consideration as Olink’s other security holders who tender Offer Securities pursuant
                                            to the Offer…” Consistent with your disclosure on page 26 of the Schedule
                                            14D-9 (under “Risk of Tender and Support Agreement Parties Receiving Lower Consideration”),
                                            please qualify this statement to indicate that under certain circumstances parties to the
                                            Tender and Support Agreement may receive less consideration than other security holders who
                                            tender Offer Securities pursuant to the Offer.

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 3. Past, Contacts,
Transactions, Negotiations and Agreements—Commercial Arrangements” on page 7 of the Schedule 14D-9.

Certain Management Projections, page 27

 5. Summarize the material assumptions and
                                            limitations of the Management Projections.

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 4.
The Solicitation or Recommendation—Certain Management Projections— Cautionary Note About the Management Projections”
beginning on page 28 of the Schedule 14D-9 Amendment.

 6. We note that you have not included a
                                            reconciliation for the Management Projections. Please explain why not or revise to do so.
                                            See Item 100(a) of Regulation G.

Response:
The Company respectfully acknowledges the Staff’s comment and submits that the non-IFRS financial information included
under the heading, “Item 4. The Solicitation or Recommendation—Certain Management Projections” beginning on
page 27 of the Schedule 14D-9 Amendment is exempt from the reconciliation required by Rule 100(a) of Regulation G. Consistent
with the Staff’s responses to Questions 101.01 (October 17, 2017), 101.02 (April 4, 2018) and 101.03 (April 4, 2018)
in the Compliance and Disclosure Interpretations issued by the Staff regarding Non-GAAP Financial Measures,1
the Company does not believe that the summarized financial projections included in the Schedule 14D-9 constitute “non-GAAP
financial measures” under Item 10(e) of Regulation S-K or Regulation G because the projections are being included in the Schedule
14D-9 since they were provided to the Company’s financial advisors in connection with the proposed business combination and the
Company has determined that they may be material and that disclosure is required to comply with applicable law, including the anti-fraud
and other liability provisions of U.S. securities laws and the fiduciary duties of the Company’s board of directors under Swedish
law in connection with the Offer. Accordingly, the Company respectfully submits that a reconciliation should not be required as a result
of Rule 100(a)(2) of Regulation G.

1 Available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 7. Refer to the last sentence in the first
                                            full paragraph after the table on page 28 of the Schedule 14D-9. While the parties and
                                            their financial advisors may include cautionary language regarding reliance on the projections
                                            disclosed, it is inappropriate for the party that prepared the projections to disclaim all
                                            responsibility for them. Please revise.

Response:
In response to the Staff’s comment, the Company has revised the disclosure under the heading, “Item 4. The
Solicitation or Recommendation—Certain Management Projections” beginning on page 28 of the Schedule 14D-9.

Opinions of Olink’s Financial Advisors,
page 29

 8. Please confirm in your response letter
                                            that the Management Projections included in the Schedule 14D-9 constitute the only projections
                                            and forecasts provided by Olink to the financial advisors. On page 30 of the Schedule
                                            14D-9, we note the reference to additional information about the “future prospects
                                            and operations of Olink” that was provided to J.P. Morgan. If additional forecasts
                                            or projections were provided, please summarize them in a revised disclosure document.

Response:
The Company respectfully submits that other than the Management Projections as summarized on page 28 of the Schedule
14D-9, the Company did not provide its financial advisors with any forecasts or projections that the Company believes are material to
an investor's decision on whether to tender its respective Offer Securities. The Company previously provided J.P. Morgan with preliminary
working drafts of management projections covering the periods and metrics covered by the Management Projections that informed a preliminary
valuation analysis reviewed with the Board at its August 8, 2023, meeting described under the heading, “Item 4. The Solicitation
or Recommendation—Background of the Transaction” beginning on page 14 of the Schedule 14D-9. However, such preliminary
projections were not ultimately relied on by either the Board in recommending that Company shareholders accept the Offer or its financial
advisors in rendering their respective fairness opinions. Further to the Staff's comment, the Company has revised its disclosure under
the heading, “Item 4. The Solicitation or Recommendation—Background of the Transaction” beginning on page 14
of the Schedule 14D-9 to summarize the nature of such preliminary projections reviewed at the August 8 board meeting and to summarize
October 3 and October 12, 2023, Board meetings and the nature of the subsequent updates to such projections and approval of
the Management Projections that were relied on by the Board in recommending the Offer and its financial advisors in rendering their respective
fairness opinions. The Company has also revised its disclosure under the heading, “Item 4. The Solicitation or Recommendation—Certain
Management Projections” beginning on page 27 of the Schedule 14D-9 to summarize such preliminary working draft projections
as the "Preliminary Projections."

 9. The
                                            opinions of both J.P. Morgan and Goldman Sachs state that they may not be reproduced or referenced
                                            without the prior permission of the preparer. The J.P. Morgan opinion states that it may
                                            be reproduced in “any proxy or information statement” but does not refer to tender
                                            offer materials. Please state here, or where appropriate in the offer materials, that each
                                            advisor has consented to the references to its opinion and the filing of each opinion as
                                            an exhibit to the Schedule 14D-9.

Response:
The Company respectfully submits that J.P. Morgan has consented to the inclusion of references to the J.P. Morgan opinion in the Schedule
14D-9 and the filing of the J.P. Morgan opinion as Exhibit (a)(5)(A) to Schedule 14D-9, and Goldman Sachs has consented to
the inclusion of references to the Goldman Sachs opinion in the Schedule 14D-9 and the filing of the Goldman Sachs opinion as Exhibit (a)(5)(B) to
the Schedule 14D-9. The Company has also re-filed the Goldman Sachs opinion as such exhibit without a prior accompanying letter of transmittal
that included such restrictive language, which letter is not formally a part of the Goldman Sachs opinion.

 10. Expand the disclosure on page 32
                                            of the Schedule 14D-9 to provide further details about how J.P. Morgan selected the publicly
                                            traded companies used in its comparison. Specifically, explain how the selected companies
                                            were considered similar to Olink and its operations and business, besides being publicly-traded
                                            entities.

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 4.
The Solicitation or Recommendation—Opinion of Olink’s Financial Advisors—Opinion of J.P. Morgan Securities LLC”
on page 32 of the Schedule 14D-9.

 11. See our last comment above. Similarly,
                                            in the following section on page 32 of the Schedule 14D-9, explain how J.P. Morgan determined
                                            that these transactions involved companies that had an analogous business to Olink (or aspects
                                            thereof).

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 4.
The Solicitation or Recommendation—Opinion of Olink’s Financial Advisors—Opinion of J.P. Morgan Securities LLC”
on page 32 of the Schedule 14D-9.

 12. Revise the first sentence under “Miscellaneous”
                                            on page 33 of the Schedule 14D-9 to avoid stating that the summary is not “complete.”
                                            While a summary necessarily involves paring down information, all material aspects of the
                                            opinions of both financial advisors’ analyses should be described.

Response:
In response to the Staff’s comment, the Company has supplemented the disclosure under the heading, “Item 4.
The Solicitation or Recommendation—Miscellaneous” on page 33 of the Schedule 14D-9.

Persons/Assets, Retained, Employed, Compensated
or Used, page 39

 13. On page 40 of the Schedule 14D-9,
                                            please clarify the reference to a “study” performed by Goldman Sachs.

Response:
The Company respectfully submits that the referenced “study” is the process that was undertaken by Goldman Sachs
by which it determined it was able to deliver a fairness opinion. In response to the Staff’s comment, the Company has supplemented
the disclosure under the heading, “Item 5. Persons/Assets, Retained, Employed, Compensated or Used—Goldman Sachs Engagement”
on page 40 of the Schedule 14D-9.

Additional Information, page 41

 14. On page 42 of the Schedule 14D-9,
                                            you state that in connection with the Compulsory Redemption process, among other things,
                                            “one arbitrator shall be nominated jointly by the Minority Shareholders who have not
                                            tendered their Offer Securities in the Offer…” Please revise this statement
                                            to include shareholders who have properly withdrawn their shares tendered in the Offer, or
                                            otherwise explain why they would not be included in the nomination process.

Response:
In response to the Staff’s comment, the Company has revised the disclosure under the heading, “Item 8. Additional
Information—Right to an Arbitral Tribunal pursuant to Compulsory Redemption process” beginning on page 42 of the
Schedule 14D-9.

 15. Refer to the following statement made
                                            on page 43 of the Schedule 14D-9: “If there is a disagreement between the Parent
                                            and Buyer and the Minority Shareholder regarding the Offer Consideration to be paid in the
                                            Compulsory Redemption, the matter is decided by the Arbitral Tribunal, based on the provisions
                                            of the Swedish Companies Act.” Please elaborate on how the Arbitral Tribunal would
                                            determine the proper redemption price under the Swedish Companies Act in such a dispute and
                                            state under what conditions, if any, that the Arbitral Tribunal may