TEL AVIV, Israel, January 31, 2017 /PRNewswire/ --
Metalink Ltd. (OTCQB: MTLK), today
announced that all of the conditions have been satisfied for its
previously-announced self tender offer to purchase a minimum of
134,543 and up to 1,945,000 of its ordinary shares for $1.50 per share net to the seller in cash, less
any required withholding taxes and without interest. According to a
preliminary count by the depositary for the offer, as of
5:00 p.m., New York time, on January 30, 2017, there were approximately (1)
1,366,248 shares validly tendered and not properly withdrawn and
(2) 2,739 shares represented by notices of objection to the
offer.
Accordingly, as required by Israeli law and as contemplated in
its offer to purchase:
- Metalink is providing an additional period of four calendar
days, until 5:00 p.m., New York time, or 12:00 midnight, Israel time, on Friday,
February 3, 2017, during which shareholders who, with
respect to each share owned by them, did not respond to the offer,
have notified Metalink of their objection to the offer, or have
tendered such share but withdrawn their tender prior to
January 30, 2017, may tender such
shares. Shareholders will have no withdrawal rights during this
additional four-calendar day period; and
- Metalink will purchase, subject to proration (if any), the
shares validly tendered in the offer and not properly withdrawn
prior to 5:00 p.m., New York time, or 12:00 midnight, Israel time, on Friday,
February 3, 2017, the final expiration date of the
offer.
Important Notice and Information
IMPORTANT DISCLOSURE RELATING TO TAX CONSIDERATIONS APPLICABLE
TO METALINK'S SELF TENDER OFFER, INCLUDING A DESCRIPTION OF AN
APPROVAL OBTAINED FROM THE ISRAELI TAX AUTHORITY THAT IMPACTS THE
WITHHOLDING TAX RATES APPLICABLE THERETO, IS INCLUDED IN THE OFFER
TO PURCHASE. SHAREHOLDERS ARE URGED TO REVIEW THIS DISCLOSURE
CAREFULLY AND TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX
CONSEQUENCES TO THEM OF TENDERING SHARES IN THE TENDER OFFER.
This is not an offer to buy or the solicitation of an offer
to sell any ordinary shares. The tender offer that is described in
this press release will only be made through the Offer to Purchase,
Letter of Transmittal and related tender offer documents. All
shareholders should read the tender offer materials, which
were filed by Metalink with the SEC.
Shareholders should read the tender offer materials because they
contain important information about the offer. The tender offer
materials and other filed documents are available at no charge on
the SEC's website at http://www.sec.gov, and will
also be made available without charge to all shareholders by
contacting D.F. King &
Co., Inc., the information agent for the tender offer,
toll free at (888) 548-6498 (or, for banks
and brokers, call collect at (212) 493-3910). Shareholders
are urged to read these materials carefully before making any
decision with respect to the tender offer.
ABOUT METALINK
Metalink shares are quoted on OTCQB under the symbol "MTLK". For
more information, please see our public filings at the SEC's
website at http://www.sec.gov .
SAFE HARBOR STATEMENT
This press release contains "forward looking statements" within the
meaning of the United States
securities laws. Words such as "aim," "expect," "estimate,"
"project," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believe," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. Because such statements deal with
future events, they are subject to various risks and uncertainties
that could cause actual results to differ materially from those in
the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the
distribution plan of the Company, the amount of cash that will be
returned to shareholders, the terms and timing of the offer,
uncertainty as to the Company's plan of operations and who will be
our principal or controlling shareholders following completion of
the offer, changes in general economic and business conditions,
changes in currency exchange rates and interest rates and other
risks and matters set forth from time to time in Metalink's filings
with the Securities and Exchange Commission, including Metalink's
last Annual Report on Form 20-F. Readers are cautioned not to place
undue reliance on forward-looking statements. Except as required by
applicable law, the Company undertakes no obligation to republish
or revise forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrences
of unanticipated events. The Company cannot guarantee future
results, events, and levels of activity, performance, or
achievements.
Contact:
Shay Evron, Acting CEO & CFO
Metalink Ltd.
Tel: +972-3-7111690
Fax: +972-3-7111691
Shay.Evron@il.gt.com
SOURCE Metalink Ltd.
