August 17, 2016
VIA EDGAR TRANSMISSION AND FEDERAL EXPRESS
Nicholas P. Panos Senior Special Counsel | 140 Scott Drive | |||
Menlo Park, California 94025 | ||||
Tel: +1.650.328.4600 Fax: +1.650.463.2600 | ||||
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Office of Mergers and Acquisitions
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| Re: | Relypsa, Inc. |
Schedule 14D-9
Filed August 4, 2016
Amendment No. 1 to Schedule 14D-9
Filed August 9, 2016
File No. 005-87732
Dear Mr. Panos:
We are in receipt of your letter dated August 12, 2016, with respect to the above-referenced Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) and the amendment thereto. We are responding to your comments on behalf of Relypsa, Inc. (“Relypsa”) as set forth below. Simultaneously with the filing of this letter, Relypsa is submitting via EDGAR Amendment No. 2 to the Schedule 14D-9 (the “Amendment”), which incorporates Relypsa’s response to your comments. Courtesy copies of this letter and the Amendment are being submitted to the Staff via overnight mail.
Relypsa’s responses set forth in this letter are numbered to correspond to the numbered comments in your letter. For ease of reference, we have set forth your comments in italicized font and have set forth Relypsa’s responses below each such comment. Capitalized Terms used herein but not defined herein have the meaning given to them in the Schedule 14D-9.
The Solicitation or Recommendation
1. The disclosure indicates that members of the Relypsa Board present at the meeting unanimously recommended that Relypsa’s stockholders accept the Offer. Item 4 of Schedule 14D-9 and corresponding Item 1012(a) of Regulation M-A, as well as Rule 14e-2(a)
Page2
of Regulation 14E, require that the “filing person” and “subject company,” respectively, provide the required disclosures. Please revise to expressly state the subject company’s position with respect to the offer or alternatively clarify that the Board’s recommendation is being made on behalf of Relypsa
Item 4 of the Schedule 14D-9 has been amended to clarify that the Relypsa Board’s recommendation is being made on behalf of Relypsa.
Certain Financial Forecasts
2. We note this section includes non-GAAP financial measures. Please revise to provide the disclosure required by Rule 100 of Regulation G.
Item 4 of the Schedule 14D-9 has been amended to add the reconciliation disclosure required by Rule 100 of Regulation G.
* * *
Thank you for your assistance in this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact Josh Dubofsky or the undersigned at (650) 328-4600.
| Very truly yours, |
| /s/ Mark Roeder |
| Mark Roeder |
| of LATHAM & WATKINS LLP |
Enclosures
| cc: | Justin A. Kisner, Esq., U.S. Securities and Exchange Commission |
John Orwin, Relypsa, Inc.
Ronald Krasnow, Relypsa, Inc.
Josh Dubofsky, Esq., Latham & Watkins LLP
Andrew M. Levine, Esq., Jones Day
