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New York |
Paris |
John G. Crowley
Davis Polk & Wardwell LLP |
212 450 4550 tel 212 701 5550 fax john.crowley@davispolk.com |
December 22, 2017
Re: |
Advanced Accelerator Applications S.A. Filed December 7, 2017 File No. 005-89192 |
CONFIDENTIAL
Ms. Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Dear Ms. Posil,
On behalf of our client, Advanced Accelerator Applications S.A. (the Company), we are responding to the comments from the staff (the Staff) of the Securities and Exchange Commission (the Commission) relating to the Companys Schedule 14D-9 (the Schedule 14D-9) contained in the Staffs letter dated December 15, 2017 (the Comment Letter). In response to the comments set forth in the Comment Letter, the Company has revised the Schedule 14D-9 and is filing an amendment to the Schedule 14D-9 (the Schedule 14D-9/A) together with this response letter.
Set forth below is the Companys response to the Staffs comments. For convenience, the Staffs comments are repeated below in italics, followed by the Companys response to each comment as well as a summary of the responsive actions taken.
Item 3. Past Contracts, Transactions, Negotiations and Agreements, page 3
1. Please revise to include tabular disclosure detailing the total consideration to be received by each of your officers and directors by source (e.g. , shares owned, incentive awards, change in control payments, and exercise or acceleration of options, warrants and similar securities).
Response: In response to the Staffs comment, the Company has revised the disclosures under the caption Item 3 Past Contracts, Transactions, Negotiations and Agreements on page 3 of the Schedule 14D-9.
Forward-Looking Statements, page 35
2. We note the reference to the Private Securities Litigation Reform Act of 1995. Please note that the safe harbor provisions for the forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Securities Exchange Act of 1934. Please revise accordingly.
Response: In response to the Staffs comment, the Company has revised the disclosures under caption Item 8. Additional Information (f) Forward-Looking Statements on page 35 of the Schedule 14D-9.
Please do not hesitate to contact me at (212) 450-4550, (212) 701-5550 (fax) or john.crowley@davispolk.com, William H. Aaronson at (212) 450-4397, (212) 701-5397 (fax) or william.aaronson@davispolk.com, Yasin Keshvargar at (212) 450-4839, (212) 701-5839 (fax) or yasin.keshvargar@davispolk.com or Elyka Anvari at (212) 450-3216, (212) 701-6216 (fax) or elyka.anvari@davispolk.com if you have any questions regarding the foregoing or if I can provide any additional information.
Very truly yours, |
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/s/ John G. Crowley |
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John G. Crowley |
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cc: |
Via E-mail Stefano Buono, Chief Executive Officer - Advanced Accelerator Applications S.A. Heinz Mäusli, Chief Financial Officer - Advanced Accelerator Applications S.A. Edward Sturchio, Global General Counsel - Advanced Accelerator Applications S.A. |