Amended Tender Offer Statement by Third Party (sc To-t/a)
22 Mars 2022 - 9:24PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
OPTIBASE LTD.
(Name of Subject Company (Issuer))
THE CAPRI FAMILY FOUNDATION
SHLOMO (TOM) WYLER
(Name of Filing Person (Offeror))
ORDINARY SHARES, PAR VALUE NIS 0.65 PER SHARE
(Title of Class of Securities)
M7524R116
(CUSIP Number of Class of Securities)
Rouven Schwarz
Arthur Rubinstein Street 3/38
Tel Aviv 6967117, Israel
Telephone: +972-54-690-9224
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Boaz Noiman, Adv.
Sharon Rosen, Adv.
FISCHER (FBC & Co.)
146 Menachem Begin Street
Tel Aviv 6492103, Israel
Telephone: +972-3-694-4111
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Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Telephone: (212) 238-8698
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CALCULATION OF FILING FEE
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*
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For purposes of calculating the filing fee only, this amount is based on the offer to purchase 941,942 ordinary shares of Optibase Ltd. at a purchase price of
$12.64 cash per share.
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**
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The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2022 issued by the Securities and Exchange Commission, by multiplying the
transaction valuation by 0.00009270.
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☒ |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,104
Form or Registration No.: SC TO-T
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Filing Party:
The Capri Family Foundation
Shlomo (Tom) Wyler
Date Filed:
February 15, 2022
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☐ |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
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☒
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third-party tender offer subject to Rule 14d-1
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☐
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issuer tender offer subject to Rule 13e-4
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☒
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going-private transaction subject to Rule 13e-3
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☐
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
SIGNATURES
After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
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THE CAPRI FAMILY FOUNDATION
By: /s/ Andreas Kothgasser
Name: Andreas Kothgasser
Title: Trustee
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/s/ S. T. Wyler
Shlomo (Tom) Wyler
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/s/ Rouven Schwarz
Rouven Schwarz
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EXHIBIT INDEX
NO.
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DESCRIPTION
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(a)(5)(F)
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(e)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Previously filed.
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**
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Previously filed solely as an exhibit to the Tender Offer Statement on Schedule TO filed by the Bidder and incorporated by reference as an exhibit to the Schedule 13E-3 filed by the Bidder.
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§
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Incorporated by reference to the Tender Offer Statement on Schedule TO filed by the Bidder on December 1, 2021.
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¶
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English translation from Hebrew.
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5
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