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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

 

MAGAL SECURITY SYSTEMS LTD.
(Name of Subject Company (Issuer))

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

FIMI FIVE 2012 LTD.

SHIRA AND ISHAY DAVIDI MANAGEMENT LTD.

ISHAY DAVIDI

(Name of Filing Person (Offeror))

 

ORDINARY SHARES, PAR VALUE NIS 1.0 PER SHARE
(Title of Class of Securities)

 

M6786D104
(CUSIP Number of Class of Securities)

 

Gillon Beck
FIMI FIVE 2012 Ltd.
Alon Towers 2, 94 Yigal Alon Street, Tel-Aviv 6789141, Israel
Telephone: +972-3-565-2244
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE
Transaction Valuation* $25,573,636		Amount of Filing Fee** $3,320

 

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)

 

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by FIMI Opportunity V, L.P, a limited partnership organized under the laws of the State of Delaware and FIMI Israel Opportunity Five, Limited Partnership, a limited partnership organized under the laws of the State of Israel (collectively, the “Bidder”), FIMI Five 2012 Ltd., Shira and Ishay Davidi Management Ltd. and Ishay Davidi, and relates to the offer by the Bidder to purchase 8,669,029 outstanding ordinary shares, nominal (par) value NIS 1.0 per share (the “Shares”), of Magal Security Systems Ltd. (“Magal”), at $2.95 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated May 22, 2020 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

 

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

 

ITEM 1. SUMMARY TERM SHEET.

 

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

 

ITEM 2. SUBJECT COMPANY INFORMATION.

 

(a) The information set forth in Section 8 (“Information Concerning Magal”) of the Offer to Purchase is incorporated herein by reference.

 

(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.

 

(c) The information set forth under in Section 6 (“Price Range of the Shares Etc.”) in the Offer to Purchase is incorporated herein by reference.

 

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

 

(a), (b) and (c) The information set forth in the Offer to Purchase under “Introduction,” Section 9 (“Information Concerning the Bidder Group”) and in Schedule I to the Offer to Purchase is incorporated herein by reference.

 

ITEM 4. TERMS OF THE TRANSACTION.

 

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

 

 “Summary Term Sheet;”

 “Introduction;”

 

 Section 1 (“Terms of the Offer; Proration; Expiration Date”);

 

 Section 2 (“Acceptance for Payment and Payment”);

 

 Section 3 (“Procedures for Tendering Shares or Notifying Us of Your Objection to the Offer”);

 

 Section 4 (“Withdrawal Rights”);

 

 Section 5 (“Material U.S. Federal Income Tax and Israeli Income Tax Consequences”);

 

 Section 11 (“Conditions of the Offer”); and

 

 Section 14 (“Miscellaneous”).

 

The information set forth in the Letter of Transmittal and the Notice of Objection, copies of which are attached hereto as Exhibits (a)(1)(B) and (a)(1)(F), respectively, is also incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

 

(a) and (b) The information set forth in the Offer to Purchase under “Introduction,” “Background to the Offer—Related Party Transactions,” Section 9 (“Information Concerning the Bidder Group”) and Schedule I to the Offer to Purchase is incorporated herein by reference.

 

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

 

(a) The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Background to the Offer—Background” and “Background to the Offer—Purpose of the Offer; Reasons for the Offer” is incorporated herein by reference.

 

(c)(1) through (c)(7) The information set forth in the Offer to Purchase under “Background to the Offer—Plans for Magal after the Offer; Certain Effects of the Offer,” Section 7 (“Effects of the Offer on the Market for Shares; Registration under the Exchange Act”) and Section 9 (“Information Concerning the Bidder Group”) is incorporated herein by reference.

 

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

(a), (b) and (d) The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Background to the Offer—Background” and Section 10 (“Sources and Amount of Funds”) is incorporated herein by reference.

 

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

 

(a) and (b) The information set forth in the Offer to Purchase under “Introduction,” “Background to the Offer—Related Party Transactions,” Section 9 (“Information Concerning the Bidder Group”) and in Schedule I to the Offer to Purchase is incorporated herein by reference.

 

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

 

(a) The information set forth in the Offer to Purchase under Section 13 (“Fees and Expenses”) is incorporated herein by reference.

 

ITEM 10. FINANCIAL STATEMENTS.

 

(a) and (b) The Bidder does not believe that its financial statements are material to the decision of holders of Shares whether to tender the Shares and accept the offer because: (i) the Offer consideration consists solely of cash; (ii) the Offer is not subject to any financing condition; and (iii) the Bidder already holds 42.6% of the issued and outstanding shares of Magal as of May 21, 2020, and therefore the Bidder is already a controlling shareholder of Magal; (iv) the Bidder is a private equity fund and it invests based on capital commitments of the partners in the limited partnerships comprising the funds, but these capital commitments are not reflected in the Bidder’s financial statements until actually called for by the Bidder prior to making an investment, so the Bidder’s financial statements do not accurately reflect its financial position or resources; and (v) the Bidder’s financial statements primarily reflect its fund manager’s ability to manage an investment portfolio, rather than the Bidder‘s ability to manage an operating company such as Magal. While the Bidder does not believe that its financial condition is material to the decision of a holder of Shares whether to tender the Shares and accept the Offer, certain selected financial information is set forth in the Offer to Purchase under Section 10 (“Sources and Amount of Funds”) and is incorporated herein by reference.

 

ITEM 11. ADDITIONAL INFORMATION.

 

(a) The information set forth in the Offer to Purchase under “Background to the Offer—Interest of Persons in the Offer,” “Background to the Offer—Related Party Transactions,” Section 7 (“Effect of the Offer on the Market for Shares; Registration Under the Exchange Act”), Section 9 (“Information Concerning the Bidder Group”) and Section 12 (“Legal Matters and Regulatory Approvals”) is incorporated herein by reference. The Bidder is not aware of any pending material legal proceedings relating to the Offer.

 

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

 

On May 22, 2020, the Bidder issued a press release announcing the commencement of the Offer, a copy of which is filed as Exhibit (a)(5)(A) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

 

Not applicable.

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.

Dated: May 22, 2020

EXHIBIT INDEX