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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 19,
2021
Christopher S. Kiper
Managing Member
Legion Partners Holdings LLC
12121 Wilshire Boulevard, Suite 1240
Los Angeles, VA 90025
Re: OnesSpan Inc.
DFAN14A preliminary proxy statement filing made on Schedule
14A
Filed on April 15, 2021 by Legion Partners Holdings LLC, et
al.
File No. 000-24389
Dear Mr. Kiper,
We have reviewed the above-captioned filing, and have the following
comments. Our
comments may ask for additional information so that we may better understand
the disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. After reviewing any amendment to the filing and any information
provided in reply
to these comments, we may have additional comments. If you do not believe our
comments
apply to your facts and circumstances, and/or do not believe an amendment is
appropriate, please
tell us why in a written response.
Definitive Additional Materials filed on Schedule 14A
1. Please refer to the following statement: If the Company were to
monetize the declining
Hardware business, doing so would immediately transform OneSpan into a
pure play
software company and likely rerate its shares closer to peer levels, or
roughly 70% higher
than current levels. In future communications, please present any
identical or similar
statement as an opinion. Given the suggestion that, as a smaller company
with less revenue
after selling the hardware operation, OneSpan s market value would rise
with no change in
the fundamentals underlying its software revenue, please provide us with a
reasonable factual
basis for the 70% estimate and advise us what consideration, if any, the
participants gave to
adhering to the disclosure standards enunciated in Release No. 34-16833
(May 23, 1980).
2. Please refer to the following assertion: four of the Company s
long-tenured directors who
we believe lack the independence and skillsets to help ensure an
appropriate valuation for
OneSpan. Nine out of 10 OneSpan directors, however, qualify as
independent under the
applicable standards codified within NASDAQ rules. Given that only one
non-independent
director exists, please advise us, with a view toward corrective
disclosure, of the factual
foundation for the assertion that four of OneSpan s directors lack
independence.
Christopher S. Kiper
c/o Legion Partners Holdings LLC
April 19, 2021
Page 2
3. Please refer to the following statement: Rather than proactively address
this structural issue
through a strategic review of the Hardware business over a year ago when we
first raised the
issue and when its revenue and value were much higher, the Board chose not
to act. The
Board, however, disclosed that it formed a new Finance and Strategy
Committee in
September 2020. On December 9, 2020, OneSpan retained an investment bank to
act as an
independent financial advisor in connection with a strategic review. Please
advise us, with a
view toward corrective disclosure, the basis for the assertion that the
Board chose not to act
with respect to performing a strategic review of OneSpan, including its
hardware business.
We remind you that the participants are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or inaction
by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P. Panos
Senior Special
Counsel
Office of Mergers &
Acquisitions
cc: Elizabeth Gonzalez-Sussman, Esq.