Securities Exchange Act of 1934
Rule 14d-7(a)(1)
Rule 14e-1(a) and (b)

Exemptive Letter: Tender Offer by Tech Mahindra Ltd. and Venturbay Consultants Private Ltd. for Satyam Computer Services Ltd.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

April 28, 2009

Via Facsimile and U.S. Mail

Dear Messrs. Profusek and Huber:

We are responding to your letter dated April 23, 2009 to Michele Anderson, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter of April 23, 2009 unless otherwise noted.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions:

• Rule 14e-1(a) under the Exchange Act. The exemption from Rule 14e-1(a) is granted to permit Tech M and the Investor to make a tender offer that will be open for only 20 calendar days, in accordance with applicable Indian laws and regulations. In granting this relief, we note your representation that Indian takeover regulations require the tender offer to remain open for a fixed period of 20 calendar days, which cannot be reduced or increased;

• Rule 14e-1(b) under the Exchange Act. The exemption from Rule 14e-1(b) is granted to permit Tech M and the Investor to increase or decrease the offer consideration or the percentage of Satyam shares sought in the offer or make any other kind of change in the terms of the offer of similar materiality without ensuring that the offer remains open for at least ten U.S. business days after such a change. In granting this relief, we note your representation that if Tech M and the Investor change the offer price or the percentage of securities sought in the offer, Indian Takeover Regulations require the offer to be held open for at least seven Indian working days after such change. In addition, if Tech M and the Investor seek to make any other change to the terms of the offer of comparable significance to a change in price or percentage of securities sought, they may do so only with the approval of the SEBI, and they will hold the offer open for at least seven Indian working days after making such a change; and

• Rule 14d-7(a)(1) under the Exchange Act. The exemption from Rule 14d-7(a)(1) is granted to permit Tech M and the Investor to provide withdrawal rights in the tender offer only until three working days before the expiration of the offer, in accordance with Indian Takeover Regulations. In granting this relief, we note that this limitation on withdrawal rights in the tender offer will apply only to holders of Satyam shares who hold in direct share form; holders of Satyam ADSs will be permitted to withdraw tendered ADSs at any time before the underlying shares are tendered by the depositary, which will occur immediately before expiration of the offer.

In granting this relief, we also considered in particular the fact that the tender offer is one in a series of transactions involving the Company structured at the direction of and under the oversight of the Government of India and its regulatory agencies, to address exigent circumstances at the Company. In addition, we note our contacts with staff members at the SEBI concerning the necessity for this relief.

The foregoing exemptions are based solely on the representations and the facts presented in your letter dated April 23, 2009, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 14(e) of the Securities Exchange Act of 1934, and Rule 10b-5 under the Exchange Act. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

Sincerely,

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
satyamcomputer042809-sec14.htm