Securities Exchange Act of 1934
Rule 13e-4
Securities Act of 1933
Section 5

No Action, Interpretative and/or Exemptive Letter

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

June 20, 2006

John J. Huber, Esq.
Latham & Watkins LLP
555 Eleventh Street, N.W.
Washington, D.C. 20004-1304

Dear Mr. Huber:

We are responding to your letter dated June 15, 2006 addressed to Mauri L. Osheroff, Brian V. Breheny, David Lynn, Jonathan Ingram and Pamela Carmody, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from Rule 13e-4 under the Securities Exchange Act of 1934 to permit the Program to proceed as described in your letter. In granting this exemption, we particularly note the following:

• The odd-lot number (less than 200 shares) to be used for the Program is company- specific to Swedish Match, determined by the Stockholm Stock Exchange and determined for trading purposes unrelated to the Program;
• The percentage of Shareholders eligible to participate in the Program represents approximately 1.0% of the outstanding Shares and the percentage of U.S. Shareholders eligible to participant in the Program represents approximately .0034% of the outstanding Shares;
• Swedish Match is a foreign private issuer and the Shares trade only on the Stockholm Stock Exchange;
• There are no disclosure, filing or other regulatory requirements in connection with the Program in Sweden or the other jurisdictions in which the Program will be conducted;
• The Program, which will allow all Shareholders who own less than 200 Shares to sell their Shares on a commission-free basis, will be made available to all such Shareholders worldwide on equal terms and conditions;
• The Program will be open for not less than 20 business days; and
• Swedish Match will comply with the substantive and procedural requirements of Rule 13e-3 under the Exchange Act in connection with the Program.

In addition, the Division of Corporation Finance will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that registration is not required, the Program is conducted in the manner described in your letter without registration under Securities Act of 1933. In reaching this position, we particularly note that:

• Swedish Match will have been subject to the periodic reporting requirements of Section 13(a) of the Exchange Act for a period of at least 90 days prior to the commencement of the Program and satisfies the eligibility requirements for use of a Form F-3 registration statement;
• the Shares are registered under Section 12 of the Exchange Act;
• Shareholders who are eligible for the Program will not be guaranteed any minimum sales price;
• No participating Shareholders will be paid any additional consideration for the elimination of their odd-lot position;
• All sales will be effected on an agency basis by the independent broker administering the Program, on the open market;
• The commission received by the independent broker will be no more than the usual and customary brokerage fees;
• The independent broker will not engage in any "special selling efforts" as that phrase is used in the definition of "distribution" in Rule 100 of Regulation M under the Exchange Act;
• The independent broker will conduct sales in a manner designed to avoid any undue impact on the market for the Shares;
• Neither Swedish Match nor any of its affiliates will enter into any arrangement with any broker with respect to potential purchases of Shares sold under the Program;
• Swedish Match and the independent broker will not purchase or sell any shares sold under the Program on behalf of their own accounts or on behalf of the accounts of affiliates;
• The independent broker will effect transactions with respect to the Program only on the Stockholm Stock Exchange, and will not solicit either side of such transactions or conduct negotiations off the floor of the Stockholm Stock Exchange with respect to such transactions; and
• Swedish Match and its affiliates will play an inactive role in the Program.

The foregoing exemption and no-action position are based solely on your representations and the facts presented in your letter dated June 15, 2006, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the Program. You should discontinue the Program pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, the Division's response relating to the Securities Act expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Program. The Division of Corporation Finance expresses no view with respect to any other questions that the Program may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Program.

Sincerely,

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

Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/swedishmatch062006.htm