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

May 21, 2020

Via Email

Andris J. Vizbaras
Carter Ledyard & Milburn LLP
vizbaras@clm.com

Re: Magal Security Systems Ltd.

Dear Mr. Vizbaras:

We are responding to your letter dated May 21, 2020, 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 Israeli counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated May 21, 2020.

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 Rule 14d-7(a)(1). This exemption permits the Bidders to eliminate withdrawal rights during the additional offering period of four calendar days, as mandated by Israeli law.

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). This no-action position allows the Bidders to pay for tendered securities within the timeframe described in your letter and in accordance with Israeli law and practice.

The exemptive and no-action relief is based on the representations made to the Division in your letter, including your representations that the Schedule TO filed for the Offer will provide the disclosures required for each member of the Bidder Group and that, except for the relief granted, the Offer will be conducted in accordance with the Exchange Act. 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 question presented or any views on any other questions that the transaction may raise.