August 6, 2018
Toshihiro Kuriyama
President, Chairman of the Board of Directors
Alps Electric Co., Ltd.
1-7, Yukigaya-otsukamachi
Ota-ku, Tokyo 145-8501
Japan
Re: Alps Electric Co., Ltd.
Confidential Draft Registration Statement on Form F-4
Submitted July 10, 2018
CIK No. 0000900278
Dear Mr. Kuriyama:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Confidential Draft Registration Statement on Form F-4
How do I vote at the extraordinary meeting of shareholders of Alpine?, page iv
1. We note that shareholders with the right to vote on the share exchange
may not have the
right to vote on company matters after the share exchange is
consummated. Please revise
this section to state that if the share exchange is consummated, holders
of less than one
unit (or less than 100 shares) will not carry voting rights.
Toshihiro Kuriyama
FirstName LastNameToshihiro Kuriyama
Alps Electric Co., Ltd.
Comapany2018
August 6, NameAlps Electric Co., Ltd.
August 6, 2018 Page 2
Page 2
FirstName LastName
Regulatory Matters, page 4
2. Clarify if the regulatory approvals received to date are all of the
"approvals of relevant
government agencies and other authorities necessary to conduct the
share exchange" that,
as disclosed on page 5, are a condition to the share exchange. If
there are approvals that
are still required to be obtained, disclose the status of those
approvals in an appropriate
location in your prospectus.
Comparative Per Share Market Price Data, page 5
3. It appears that the implied equivalent value per share of 2,169 to be
received by Alpine
shareholders as indicated in the last column of your table is less
than the net book value
per share of Alpine of 2,336.22 as of and for the year ended March
31, 2018 as indicated
in your table on page 26. If the implied equivalent value per share to
be received by
Alpine shareholders is less than the net book value per Alpine share,
please make that
clear in your summary section, include appropriate risk factor
disclosure, and expand the
disclosure under "Background of the Share Exchange" to indicate how
Alpine's net book
value per share factored into the negotiations regarding the exchange
ratio and disclose
why Alpine's board viewed the exchange ratio as acceptable if it
implied a value per share
that was less than net book value. Also disclose how Alpine's net book
value per share
factored into the financial advisor's analysis that the exchange ratio
was fair from a
financial point of view.
The fairness opinion and supplementary simulation..., page 8
4. Your risk factor heading states that U.S. investors "should not place
undue reliance" on
the fairness opinion. While we note your disclosure that the fairness
opinion is based on
Japanese GAAP, it is unclear whether this risk factor advises
investors not to rely on your
financial advisor's determination that the proposed transaction is
fair. Please note that you
may not limit investors' ability to rely on the fairness opinion.
Revise accordingly.
Japan's unit share system imposes restrictions..., page 16
5. Clarify how the transferability of the ALPS ALPINE shares will be
"significantly
limited." Also clarify what other "significant restrictions and
limitations" are imposed by
the Companies Act on holders of those shares.
Vote Required, page 31
6. Disclose if Alps Electric will be able to vote the Alpine shares that
it owns at the meeting.
7. Given the apparent conflicts of interest among the parties in the
exchange offer, disclose
whether there is any requirement under Japanese laws or otherwise that
would require a
majority vote of the non-interested or minority shareholders to
approve the exchange
offer.
Toshihiro Kuriyama
FirstName LastNameToshihiro Kuriyama
Alps Electric Co., Ltd.
Comapany2018
August 6, NameAlps Electric Co., Ltd.
August 6, 2018 Page 3
Page 3
FirstName LastName
Background of the Share Exchange, page 33
8. Disclose whether Alpine's board of directors had any duties under
Japanese law or
otherwise to solicit offers from third parties before agreeing to the
exchange offering with
Alps.
9. We note from appendix page D-5 that in response to the share exchange
ratio offered by
Alps Electric, Alpine presented to Alps Electric an exchange ratio
that would serve as a
counterproposal from the viewpoint of protecting its minority
shareholders' interests, and
held multiple substantive discussions and negotiations in an effort to
raise the exchange
ratio, and managed to obtain significant concessions. Expand your
background to disclose
who proposed the initial exchange ratio, the value of the initial
exchange ratio and how
the proposed exchange ratio evolved into the final exchange ratio.
Disclose how the
exchange ratio was negotiated to protect the minority shareholders'
interests and what
significant concessions were obtained.
Internal financial forecasts for Alpine, page 45
10. Disclose how the term "operating income" as used for purposes of this
table differs, if at
all, from "operating profit" as used in Alpine's consolidated
statements of profit or loss.
Also disclose why Alpine's operating income is projected to increase
for the fiscal year
ending March 31, 2019 given the disclosure at the bottom of page 97
that Alpine
anticipates that operating profit for the fiscal year ending March 31,
2019 may decrease
slightly compared to the previous fiscal year.
Opinion of Alpine's Financial Advisor and Its Supplementary Presentation , page
47
11. Please provide us with all materials, including any board books,
provided by the financial
advisor to Alpine's board.
Discounted Cash Flow Analysis, page 51
12. Disclose why SMBC Nikko used perpetual growth rates of 0% for both
Alps Electric and
Alpine and a higher EBITDA Multiple for Alps Electric than for Alpine.
Additional Information Regarding SMBC Nikko Opinion, page 51
13. Disclose the amount of compensation that SMBC Nikko has received, and
will receive,
related to the fairness opinion and the amount that is contingent upon
the successful
completion of the exchange offer.
Supplementary Simulation (Sensitivity Analysis) Presentation by SMBC Nikko,
page 52
14. We note the disclosure that Nikko prepared the Supplementary
Simulation (Sensitivity
Analysis) Presentation using assumptions, hypotheses, estimations and
analytical
methodologies which are not consistent with SMBC Nikko's standard
policies and
Toshihiro Kuriyama
FirstName LastNameToshihiro Kuriyama
Alps Electric Co., Ltd.
Comapany2018
August 6, NameAlps Electric Co., Ltd.
August 6, 2018 Page 4
Page 4
FirstName LastName
practices applied to the preparation of a financial analysis report
regarding an exchange
ratio or equity value, and accordingly the Supplementary Simulation
(Sensitivity
Analysis) Presentation was not prepared using the same standards as,
and should thus not
be compared with, SMBC Nikko's opinion or the financial analysis
underlying such
opinion. Disclose the material ways in which the simulation was
prepared that were not
consistent with the standard policies and practices and disclose how
those differences
could impact the conclusions of the simulation. Include risk factor
disclosure as
appropriate.
Exchange Ratio Simulations, page 54
15. Disclose why SMBC Nikko did not conduct simulations using different
assumptions for
perpetual growth rates and EBITDA multiples. Also disclose why the
financial forecasts
for operating income for the fiscal year ending March 31, 2020 were
not used in the
simulation scenarios.
Committee Reports of the Third-Party Committee, page 55
16. Disclose why the Alpine board of directors did not request the
opinions of the third party
committee with respect to the February 2018 Internal Financial
Forecasts which appear to
show better financial results than the July 2017 Internal Financial
Forecasts.
Directors of ALPS ALPINE Following the Share Exchange, page 113
17. Provide the disclosures required by Item 19(a)(7) of Form F-4 with
respect to each person
who will serve as an executive officer of the surviving or acquiring
company.
Item 22. Undertakings, page II-2
18. Please add the undertakings required by Item 512(a)(5)(ii) and Item
512(a)(6) of
Regulation S-K. Item 512(a)(5)(ii) is required for any prospectus
filed in reliance on Rule
430C and Item 512(a)(6) is required for any offering that involves an
initial distribution of
securities pursuant to Rule 159A. For guidance, refer to Securities
Act Rules Compliance
and Disclosure Interpretation, Question 229.01.
19. We note that you have included the undertakings relating to
registration on Form F-4 of
securities offered for resale; however, the disclosure on page 59
under the subheading
"Resale of Shares of Alps Electric Common Stock under U.S. Securities
Laws" states that
this registration statement does not cover resales of shares of Alps
Electric common stock
received by any person who may be deemed to be an affiliate of Alps
Electric after the
share exchange. Please clarify your intentions in this regard and
amend your disclosure or
undertaking accordingly.
Toshihiro Kuriyama
Alps Electric Co., Ltd.
August 6, 2018
Page 5
You may contact Julie Sherman at (202) 551-3640 or Gary Todd, Senior
Accountant, at
(202) 551-3605 if you have questions regarding comments on the financial
statements and
related matters. Please contact Tim Buchmiller, staff attorney, at (202)
551-3635 or Daniel
Morris, Special Counsel, at (202) 551-3314 with any other questions.
Sincerely,
FirstName LastNameToshihiro Kuriyama
Division of
Corporation Finance
Comapany NameAlps Electric Co., Ltd.
Office of Electronics
and Machinery
August 6, 2018 Page 5
cc: Masahisa Ikeda
FirstName LastName