Securities Exchange Act of 1934
Rule 14e-5

March 28, 2013

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

Dear Mr. Caruso:

We are responding to your letter requesting exemptive relief dated March 28, 2013 and addressed to Michele Anderson, Daniel Duchovny and Perry Hindin as supplemented by telephone conversations with the staff. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of the representations and facts presented in your letter, the United States Securities and Exchange Commission ("Commission") hereby grants an exemption from Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 permits the Company to conduct the Extension Tender Offer in the manner described in your letter notwithstanding the public announcement of the Acquisition Tender Offer on February 26, 2013.

In granting this relief, we note in particular that:

• the Company cannot consummate the potential business combination prior to the Termination Date;
   
• the Company was required to publicly disclose the existence of the LOI in the Extension Tender Offer documents;
   
• the consideration to be paid to the Company's shareholders in the Extension Tender Offer and the Acquisition Tender Offer will be identical, and this is disclosed in the Extension Tender Offer documents;
   
• shareholders who do not tender their shares in the Extension Tender Offer will be permitted to tender their shares in the Acquisition Tender Offer; and
   
• the Extension Tender Offer will be conducted in accordance with Exchange Act Rule 13e-4 and Regulation 14E, except for the relief specifically granted herein.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. The relief granted is strictly limited to the application of the rule listed above to the transactions described in your letter. You should discontinue these transactions pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in the transactions contemplated by your letter must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by these transactions, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to such transactions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/prime-acquisition-corp-032813-14e5.htm