Part of the dance to obtain no-action relief for an international deal is ascertaining whether Corp Fin’s OMA has already processed a deal in that country before. For example, in this relatively recent no-action letter from Corp Fin, nothing too exciting emerges as its a basic 14e-5 (prompt payment = 14 days not 3 days; two offers – one in the U.S. and one offshore, etc.) relief granted in connection with Nasdaq’s tender offer for the London Stock Exchange Group. Many deals have been done in the UK, making this request seem easier than most on its face.
What is somewhat novel in this no-action letter is that they received relief for the Dresdner Kleinwort Securities Limited, the broker and its affiliates, so that they could continue a grocery list of market making and other hedging activities in the securities during the offer. This is the same relief that UBS received in connection with their role as advisor to Gas Natural in connection with its bid for Endesa a year ago. At the time, the Staff was not granting such relief and had not done so for many years. Counsel had to work hard (almost 5 months) to get the relief back then. In this instance, it appears counsel requested and received the same relief that was negotiated for in the Gas Natural/Endesa transaction much faster.