October 5, 2006
Via Facsimile (206) - and U.S. Mail
Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, WA 98104-2500
Re: WiderThan Co., Ltd.
Schedules TO-C filed September 13 and 14, 2006; Schedule TO-T
filed September 29, 2006, each filed by RealNetworks, Inc.
and RN
International Holdings B.V.
SEC File No. 005-81250
Dear Mr. Schulteis:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedules TO-C
Forward-Looking Statements
1. We note in the joint press release dated September 12, and in
other pre-commencement communications, the disclaimer that you do
not
undertake any obligation to update any forward-looking statements
to
reflect any changes in events, new information or otherwise. This
disclaimer is inconsistent with the requirements of General
Instruction F of Schedule TO and your obligations under Rule 14d-
6(c)
to amend the Schedule to reflect a material change in the
information
previously disclosed. Please confirm that the bidders will avoid
using this statement in all future communications.
Schedule TO-T
Offer to Purchase
Questions and Answers, page 8
2. We note that the response to the last question on page 14
indicates that it is a summary of "certain" federal income tax
consequences of the tender offer. Please ensure that you discuss
all
such material consequences.
Introduction, page 17
3. We note your disclosure in offer document that the fairness
opinion from Jefferies Broadview was provided "solely" for the
information of WiderThan`s board of directors and we note that the
opinion does not include this language. Revise your disclosure to
reconcile the disclosure and make clear that security holders may
rely upon the materials when making their evaluation. See Section
II.D.1 of our Current Issues Outline for further guidance.
Material Tax Consequences to Security Holders, page 28
4. While you may recommend that security holders consult their
individual tax advisors with respect to their particular tax
consequences, you may not "urge" them to do so. Please revise
here
and in the Questions and Answers section.
5. Delete the reference on page 31 to this discussion being for
"general information only." Security holders are entitled to rely
upon the discussion.
Certain Information Concerning the Offeror and the Parent, page 34
6. With respect to your disclosure in the fourth paragraph on page
34, please tell us why you need to qualify your disclosure "to the
knowledge" of the bidders. What prevents you from knowing and
disclosing this information? Please explain or delete the
qualifier.
Background of Offer, page 35
7. Please expand your disclosure of the events that led to the
increase of your offer on September 9 and 10. Did the target
company
ask for a higher offer?
Annex I
8. Please provide the information required by General Instruction
C
to Schedule TO with respect to ING Management (Netherland), B.V.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
bidders are in possession of all facts relating to their
disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from each of the bidders acknowledging
that:
* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati Professional Corporation
October 5, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE