TEL AVIV, Israel, Feb. 15, 2022 /PRNewswire/ -- The Capri Family
Foundation ("Capri") announced today that it has commenced a cash
tender offer to purchase 941,942 ordinary shares of Optibase Ltd.
("Optibase") (Nasdaq: OBAS) (TASE: OBAS) for $11.60 per share.
The bidder group, of which Capri is a part, currently owns
4,256,419 ordinary shares of Optibase, representing approximately
81.9% of Optibase's issued and outstanding shares. Capri is
offering to purchase all of the outstanding Optibase shares not
owned by the bidder group.
On February 14, 2022, the last
U.S. trading day before the announcement of the offer, the closing
sale price per Optibase share on Nasdaq as reported by Nasdaq was
$11.75 and on the Tel Aviv Stock
Exchange was NIS 41.00. The
offer price, $11.60 per Optibase
Share, is less than recent trading prices for the Optibase Shares
on Nasdaq and on the Tel Aviv Stock Exchange.
The tender offer is scheduled to expire at 10:00 a.m., New
York time (5:00 p.m.
Israel time), on March 17, 2022, unless extended by Capri.
The tender offer is subject to a minimum condition, which Capri
will not waive. The offer is subject to customary additional
conditions specified in the Offer to Purchase relating to the
tender offer. The tender offer is not conditioned on the receipt of
financing or on the approval of the board of directors of
Optibase.
The tender offer follows a prior similar offer, commenced by
Capri on December 1, 2021, to
purchase Optibase shares at $11.20.
The prior offer expired by its terms on December 30, 2021. The minimum condition was not
met in the prior offer and all tendered shares were returned.
The complete terms and conditions of the tender offer, including
important U.S. and Israeli income and withholding tax
considerations relating to the tender offer, are contained in the
Offer to Purchase included as an exhibit to the Tender Offer
Statement on Schedule TO filed today with the U.S. Securities and
Exchange Commission (the "SEC") and with the Israel Securities
Authority ("ISA"). American Stock Transfer & Trust Company is
the U.S Depositary for the offer and Israel Brokerage &
Investments - I.B.I. - Ltd. is the Israeli Depositary for the
offer.
Important Information: This is not an offer to
buy or the solicitation of an offer to sell any ordinary shares of
Optibase. 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 of
Optibase should read the tender offer materials which are being
filed today by Capri. Shareholders of Optibase should read the
tender offer materials because they contain important information
about the tender offer. The tender offer materials and other filed
documents will be available at no charge on the SEC's website
at http://www.sec.gov and on the ISA's website
at http://www.magna.isa.gov.il, 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, at (800)
829-6554 or (212) 269-5550 (banks and brokers). Shareholders are
urged to read these materials carefully before making any decision
with respect to the tender offer.
About Capri: Capri is a foundation organized under the
laws of the Republic of Panama.
The Information Agent in the offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
(800) 829-6554
(212) 269-5550 (banks and brokers)
optibase@dfking.com
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SOURCE Capri Family Foundation