Response of the Office of Mergers and Acquisition
Division of Corporation Finance

March 25, 2022

Via Email

Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
Brian.breheny@skadden.com    

Re:    Corporation Services Company Tender Offer for Intertrust N.V.
          Request for Relief under Exchange Act Rules 14e-1(c), 14e-1(d) and 14e-5

Dear Mr. Breheny:

We are responding to your letter dated March 24, 2022, addressed to Ted Yu and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Dutch counsel. Unless otherwise noted, capitalized terms used here have the same meaning as in your letter dated March 24, 2022.

Section I

Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rules 14e-1(d) and 14e-5. The exemption from Rule 14e-1(d) permits Bidders to provide notice of an extension of the Offer in accordance with the requirements of Dutch law, as described in your letter. The exemption from Rule 14e-5 allows Prospective Purchasers to make purchases outside the Offer, under the circumstances described in your letter.

Section II

Based on the facts and representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c) if the Bidders pay for tendered securities within the timeframe described in your letter and in accordance with Dutch law and practice.

The exemptive and no-action relief granted is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.