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Incoming Letter: Radvision

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Incoming Letter: Radvision CARTER LEDYARD & MILBURN LLP Counselors at Law 701 8th Street, N. w., Suite 410 2 Wall Street Washington, DC 20001-3893 Steven J. Glusband (202) 898-1515 Partner New York. NY 10005-2072 570 Lexington Avenue Direct Dial: 212-238-8605 Tel (212) 732-3200 New York, NY 10022-6856 E-mail: [email protected] Fax (212) 732-3232 (212) 371-2720 April 13,2009 Securities and Exchange Commission Division of Corporation Finance Office ofMergers and Acquisitions 100 F Street, NE Washington, D.C. 20549 Attention: Christina Chalk, Esq. Michele Anderson, Esq. Re: Request for exemptive relief from the provisions of Rule 14d-7(a)(1) and no-action relief under the provisions of Rule 14e-l(c) promulgated under the Securities Exchange Act of 1934, as amended Ladies and Gentlemen: We are submitting this request for exemptive and no-action relief on behalf of our client, Mr. Zohar Zisapel, a resident and citizen of the State ofIsrael. Mr. Zisapel intends to commence a tender offer (the "Offer") to purchase ordinary shares, par value NIS 1.00 per share (the "Ordinary Shares"), of Radvision Ltd. (the "Company"), so as to increase his voting power therein from 24.5%1 to approximately 29.5%. (The exact number of Ordinary Shares sought to be purchased in the Offer will be determined prior to the commencement of the Offer and will be disclosed in the offer to purchase relating thereto.) Mr. Zisapel hereby requests that the Securities and Exchange Commission (the "Commission") grant exemptive relief from the provisions of Rule 14d-7(a)(1), and no-action relief from the provisions of Rule 14e-l(c), in each case promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to allow him to extend his tender offer and conduct a four-calendar day additional offering period as mandated by applicable Israeli law. I All percentages used throughout this letter, unless otherwise indicated herein, are based on 19,427,880 issued and outstanding Ordinary Shares as of March 15,2009, pursuant to information Mr. Zisapel received from the Company, and exclude treasury shares held by the Company and options to acquire Ordinary Shares. 6425617.5 Securities and Exchange Commission Page 2 Background The Company The Company is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act. The Company is incorporated under the laws of the State ofIsrael and is headquartered in Israel. The Company is a designer, developer and supplier of products and technology that enable real-time voice, video and data communication over packet and mobile 3G (Third Generation) networks, including the Internet and other Internet Protocol networks. The Ordinary Shares are traded under the ticker symbol "RVSN" on the Nasdaq Global Market and in Israel on the Tel Aviv Stock Exchange (the "TASE"). In the United States, the Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act. Based on information that Mr. Zisapel received from the Company, 19,427,880 Ordinary Shares were issued and outstanding as of March 15,2009. Mr. Zisapel Mr. Zisapel is an acknowledged leader in Israel's advanced technology industry. He and his brother co-founded The RAD Group of companies, a very successful incubator of telecom­ related start-ups, of which Radvision was one. Mr. Zisapel has served as a director of Radvision since November 1992 and served as its Chairman of the Board of Directors from November 1992 until August 1999 and again assumed the position of Chairman of the Board of Directors in April 2001. Mr. Zisapel is the beneficial owner of 4,767,401 Ordinary Shares of the Company, which constitute approximately 24.5% of the 19,427,880 Ordinary Shares of the Company that the Company advised were issued and outstanding (excluding 3,088,343 Ordinary Shares held as treasury stock) as of March 15,2009. Of such shares, (i) 3,148,235 Ordinary Shares were held of record by Mr. Zisapel; (ii) 1,121,097 Ordinary Shares were held of record by Lomsha Ltd., an Israeli company controlled by him; (iii) 310,856 Ordinary Shares were held ofrecord by Michael and Klil Holdings (93) Ltd., an Israeli company controlled by him; and (iv) 187,213 Ordinary Shares were held of record by RAD Data Communications Ltd., an Israeli company. (In addition, as of March 15,2009, Mr. Zisapel held options to purchase 101,250 Ordinary Shares that were exercisable as of March 15,2009 or within 60 days thereafter.) Mr. Zisapel is a principal shareholder and Chairman of the Board of Directors ofRAD Data Communications Ltd. and he and his brother, Mr. Yehuda Zisapel, have shared voting and dispositive power with respect to the shares held by RAD Data Communications Ltd. Tier II Exemption A geographical analysis report of the shareholders of the Company as of March 12,2009 showed that at least 7,964,428 Ordinary Shares were beneficially owned by persons resident in the U.S. Such persons therefore held at least 54.3% of the 14,660,479 outstanding Ordinary Shares that were not beneficially owned by Mr. Zisapel. The Offer therefore will not be eligible for the "Tier 11" exemption under Rule 14d-1. 6425617.5 Securities and Exchange Commission Page 3 Applicable Israeli Law Since the Company is organized under the laws of the State ofIsrael and its Ordinary Shares are traded on the TASE, Mr. Zisapel' s transactions in the Ordinary Shares are governed by the Israeli Companies Law, 5759-1999 (as amended, the "Israeli Companies Law"), the Israeli Securities Law, 5728-1968 (as amended, the "Israeli Securities Law") and the Israeli Securities Regulations (Tender Offer), 5760-2000 (the "Israeli Securities Regulations"). The Israeli Companies Law primarily specifies requirements for matters such as corporate formation, corporate governance and related substantive matters. The Israeli Securities Law and the Israeli Securities Regulations primarily provide the disclosure requirements for public companies that are subject to their provisions. Section 328(a) of the Israeli Companies Law specifies, inter alia, that a purchase ofthe shares of a public company may not be made other than by means of a tender offer in accordance with Part VIII, Chapter 2 ofthe Israeli Companies Law ("Special Tender Offer") if: • the result of the purchase would be that the purchaser will own more than 25% of the voting power of the company (in general, when computing the ownership percentage of the purchaser, the holdings of the purchaser's affiliates are aggregated); and • no other person owns in excess of25% of the voting power of the company. If the Offer were fully subscribed, Mr. Zisapel's ownership percentage of the Company's voting power would increase from 24.5% to approximately 29.5% (excluding, in each case, Mr. Zisapel's options to acquire Ordinary Shares, which are not taken into account for the purpose of Section 328(a) of the Israeli Companies Law), requiring him to comply with the Special Tender Offer requirements. Based on the Israeli Companies Law, the Israeli Securities Law and the Israeli Securities Regulations, a Special Tender Offer must meet specified conditions which are applicable to all of the Company's shareholders, wherever located, including the following: • the Special Tender Offer must be made available to all of the Company's shareholders under Section 331 (a) of the Israeli Companies Law and Section 5(a) of the Israeli Securities Regulations; • the Special Tender Offer must result in a purchase of shares representing no less than 5% of the voting power of the Company under Section 332 of the Israeli Companies Law; • the offer to, and the manner of acceptance by, each of the Company's shareholders must be identical under Section 5(b) of the Israeli Securities Regulations; 6425617.5 Securities and Exchange Commission Page 4 • the payment of the purchase price must be secured by a guarantee issued by the bidder to a member of the TASE (the "TASE Member") to the satisfaction ofthe TASE Member under Section 5(d) of the Israeli Securities Regulations, who in tum is required to guarantee such payment under Section 5(e) of the Israeli Securities Regulations; • as a condition to the completion of the Special Tender Offer, the aggregate number of shares tendered in the Special Tender Offer must exceed the number of shares represented by objections to the Special Tender Offer (under Israeli law, shareholders may accept the offer, not respond to the offer or object to the offer) under Section 331 (b) of the Israeli Companies La~; and • upon satisfaction (or, subject to applicable law, waiver by Mr. Zisapel) of all of the conditions to the Special Tender Offer, the Special Tender Offer is deemed completed and Mr. Zisapel would be irrevocably required to purchase the shares tendered during the initial offer period (subject to proration as described below), except that he must provide a four-calendar day additional offering period, without withdrawal rights for shares tendered during the initial offering period, to allow all other shareholders who have not tendered their shares an opportunity to tender in accordance with Section 331 (d) of the Israeli Companies Law and Sections 5(i)(1) and 7(b) of the Israeli Securities Regulations. Upon completion of the four-calendar day additional offering period, the Special Tender Offer is completed and Mr. Zisapel must purchase all of (i) the shares tendered (and not properly withdrawn) prior to the completion of the initial offering period and (ii) the shares tendered prior to the completion of the four-calendar day additional offering period, subject to proration, if applicable, based on the maximum number of shares sought in the Special Tender Offer.
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