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United States securities and exchange commission logo
November 28, 2023
Lara Mataac
General Counsel, Chief Compliance Officer and Corporate Secretary
OneSpan Inc.
1 Marina Park Drive, Unit 1410
Boston, Massachusetts 02210
Re: OneSpan Inc.
Schedule TO-I filed
November 13, 2023
File No. 005-59373
Dear Lara Mataac:
We have reviewed your filing 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Defined terms used here have the same meaning as in the offer materials.
Schedule TO-I filed November 13, 2023
IMPORTANT, page iii
1. We note the following
statement: We are not making the Offer to, and will not accept
any tendered shares
from, holders of Shares in any jurisdiction or in any circumstances
where it would be
illegal to do so, provided that we will comply with the requirements of
Rule 13e-4(f)(8)
promulgated under the Securities Exchange Act of 1934, as amended.
While offer materials
need not be disseminated into jurisdictions where such a distribution
would be impermissible,
please remove the implication that tendered shares will not be
accepted from all
shareholders. See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1 of
Exchange Act Release
No. 34-58597 (September 19, 2008). While we note your
undertaking to comply
with the all-holders provisions of Rule 13e-4(f)(8), your ability to
do so while stating
that you may not accept tenders from shareholders in certain
jurisdictions is
unclear. Please also make any conforming changes to similar statements in
the Offer to Purchase
and any exhibits to the Schedule TO.
Lara Mataac
FirstName LastNameLara Mataac
OneSpan Inc.
Comapany 28,
November NameOneSpan
2023 Inc.
November
Page 2 28, 2023 Page 2
FirstName LastName
2. We note the following statement: THE STATEMENTS MADE IN THIS OFFER
TO
PURCHASE ARE MADE AS OF THE DATE ON THE COVER PAGE, AND THE
STATEMENTS INCORPORATED BY REFERENCE ARE MADE AS OF THE DATE
OF THE DOCUMENTS INCORPORATED BY REFERENCE. THE DELIVERY OF
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL
SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR INCORPORATED BY
REFERENCE IS CORRECT AS OF A LATER DATE OR THAT THERE HAS NOT
BEEN ANY CHANGE IN SUCH INFORMATION OR IN OUR AFFAIRS SINCE
SUCH DATES. Please revise to clarify that the Company will amend
the offer materials
to reflect any material change in the information previously
disclosed, consistent with the
Company s obligation under Rule 13e-4(c)(3) and Rule 13e-4(d)(2). In
addition, to the
extent that disclosure in filings incorporated by reference was
accurate when those filings
were made but is not longer current as of the date of the filing of
these offer materials, we
believe the Company does have an obligation to update. Please revise
your disclaimer
accordingly.
Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals, page
19
3. You state that, if you complete the Offer, shareholders who retain
an equity interest in
the Company as a result of a partial tender of Shares or proration . .
.. will realize an
automatic increase in their relative ownership interest in the
Company. We note that this
statement appears inconsistent with the possibility that a tendering
shareholder who
retains some shares would have a decreased relative ownership interest
after completion
of the Offer; for example, it seems unlikely that a shareholder who
tendered 1000 shares
and retained 50 shares would have a greater relative ownership
interest after completion of
the Offer than before completion of the Offer. Please revise your
disclosure or explain
why you believe your current disclosure appropriately reflects
possible scenarios such as
the one described above.
4. We note your disclosure on page 20 that the Company has no current
plans for the
reissuance of Shares purchased pursuant to the Offer [o]ther than
in connection with the
vesting of equity incentive grants. We also note your disclosure on
page 16 that, if the
Offer is fully subscribed, you would purchase 1,818,181 to 2,105,263
Shares and that, as
of November 9, 2023, you had an aggregate of approximately 562,362
Shares reserved
for issuance under [your] Equity Incentive Plan. If the Offer is
intended to make Shares
available for upcoming vesting events, please add appropriate
disclosure or explain why
such information is not material.
Conditions of the Offer, page 29
5. You state that you may terminate or amend the Offer if certain
events have occurred (or
are determined by [you] to have occurred) that, in [your] reasonable
judgment and
regardless of the circumstances giving rise to the event or events
(including any action or
inaction by [you]), makes it inadvisable to proceed with the Offer or
with acceptance for
Lara Mataac
FirstName LastNameLara Mataac
OneSpan Inc.
Comapany 28,
November NameOneSpan
2023 Inc.
November
Page 3 28, 2023 Page 3
FirstName LastName
payment or payment for the Shares in the Offer (emphasis added).
All offer conditions
must be objective and outside the control of the offeror in order to
avoid illusory offer
concerns under Regulation 14E. Please revise the language throughout
your document
relating to the circumstances that may trigger an offer
condition to avoid the implication
that they may be within the Company s control. See Question 101.02
of the Division of
Corporation Finance s Tender Offer Rules and Schedules
Compliance and Disclosure
Interpretations.
6. Refer to the second bullet point on page 29. The phrase or
otherwise relates in any
manner to the Offer qualifying any threatened or actual actions of
the type listed in the
bullet point above renders this condition extremely broad and may
raise illusory concerns
under Regulation 14E. Please revise to better articulate the scope of
this condition in a
manner understandable to target shareholders.
7. You have included a condition that will be triggered by any general
suspension of trading
in, or limitation on prices for, securities on any United States
national securities exchange
or in the over-the-counter market. Please revise to explain what
would be considered a
limitation on prices for securities on any national securities
exchange or in the over-the-
counter market, or delete this language.
8. You have included a condition that will be triggered by the
commencement of a war,
armed hostilities or other similar national or international calamity
.. . . directly or
indirectly involving the United States (emphasis added). The broad
wording of this offer
condition may raise illusory offer concerns under Regulation 14E.
Please revise to narrow
or qualify this condition by explaining what would constitute
indirect involvement of
the United States, or delete this language.
9. We note the following disclosure on page 31: The conditions
referred to above are for
our sole benefit and may be asserted by us regardless of the
circumstances giving rise to
any such condition, and may be waived by us, in whole or in part, at
any time and from
time to time in our reasonable discretion on or prior to the
Expiration Date, subject to
applicable laws. Our failure at any time to exercise any of the
foregoing rights will not be
deemed a waiver of any right, and each such right will be deemed an
ongoing right that
may be asserted at any time and from time to time until the Offer
shall have expired or
been terminated. If an event occurs that implicates an offer
condition, an offeror must
promptly inform security holders whether they will waive the condition
and continue with
the Offer, or terminate the Offer based on that condition. In this
respect, reserving the
right to waive a condition at any time and from time to time is
inconsistent with your
obligation to inform security holders promptly if events occur that
trigger an offer
condition. Please revise.
10. Refer to the last bullet point in this section on page 31. Clarify the
circumstances under
which you believe you may delay acceptance of, or payment for,
tendered Shares without
extending the Offer (which is covered in the last bullet point on page
30), or delete.
Lara Mataac
OneSpan Inc.
November 28, 2023
Page 4
Financial Statements and Information, page 34
11. We note that you incorporate by reference the Company's financial
statements included in
the enumerated filings listed. However, the disclosure document
disseminated to
shareholders must at a minimum contain summary financials. See
Instruction 6 to Item 10
of Schedule TO and Question I.H.7 in the Division of Corporation
Finance s Third
Supplement to the Manual of Publicly Available Telephone
Interpretations (July 2001).
Please revise, and advise in your response letter how you will
distribute this information
to target shareholders.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at 202-551-3263 or Laura
McKenzie at
202-551-4568.
FirstName LastNameLara Mataac Sincerely,
Comapany NameOneSpan Inc.
Division of
Corporation Finance
November 28, 2023 Page 4 Office of Mergers
& Acquisitions
FirstName LastName