| 1. | We respectfully reiterate that the termination of our prior offer has nothing to do with our “future plans” after this Offer. I can see that such a disclosure could have been material in the prior offer—i.e., had we a reason to suspect that the Company might take the actions it did, we could have disclosed that in such a circumstance, we would terminate the offer and make a new one, but those facts are not relevant to this Offer. I would not even know what to disclose that would not be false or misleading if we were to revise the “future plans” disclosure. We already say in the Offer that we may acquire additional shares, which is true, and that we may make additional offers, which is true. See Section 8 of the Offer. There is nothing untrue in that section, and nothing that we omit to say about our future plans that makes the disclosure misleading. The fact that we terminated the prior offer is not material; it does not affect whether or not we will or will not make an offer in the future. Further, your comment seems to indicate that the Staff believes shareholders might wonder why we would make this Offer—the reasons for it are clearly stated in the offer in multiple places, and have nothing to do with the termination of the offer. |
| 2. | As previously stated, and with all due respect, I believe that the grammatical construction of condition (b) is clear. I also believe that the condition as stated, and as I explained it, is perfectly reasonable. It is not within our control (we cannot take any of the actions listed even if we wanted to). It is objectively verifiable—“is the offer illegal?” or “will the Purchasers be able to exercise the full rights of ownership?” are, for example, both reasonable questions with objectively determinable answers. There are many conditions that require the Purchasers’ discretion, and the only limitation on that is that it be reasonable and verifiable, which this condition is, similar to the adverse change condition. There is nothing herein that makes the offer illusory. Nonetheless, in future offers we will change the condition so that it reads as follows: |
