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With copies to:
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Sharon Amir, Adv.
Tuvia Geffen, Adv. Idan Lidor, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street Tel-Aviv 6789717, Israel Telephone: +972-3-623-5000
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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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Transaction Valuation*
$25,573,636 |
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Amount of Filing Fee**
$3,320 |
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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 8,669,029 ordinary shares of Magal Security Systems Ltd. at a purchase price of $2.95 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 2020 issued by the Securities and Exchange Commission, by multiplying the
transaction valuation by 0.0001298.
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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: $3,320
Form or Registration No.: SC TO-T |
Filing Party:
Date Filed:
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FIMI Opportunity V, L.P
FIMI Israel Opportunity Five, Limited Partnership
FIMI Five 2012 Ltd.
Shira and Ishay Davidi Management Ltd.
Ishay Davidi
May 22, 2020
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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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going-private transaction subject to Rule 13e-3
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amendment to Schedule 13D under Rule 13d-2
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| 1. |
The fifth paragraph of Section 1 of the Offer to Purchase is hereby amended and replaced with the following:
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| • |
prior to 10:00 a.m., New York time, on the Initial Completion Date, there shall have been validly tendered and not properly withdrawn at least 1,200,000 Magal Shares (currently representing 5.2% of the issued and outstanding shares
and voting power of Magal);
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| • |
as required by Israeli law, at 10:00 a.m., New York time, on the Initial Completion Date, the aggregate number of Magal Shares validly tendered pursuant to the offer and not properly withdrawn (excluding the Magal Shares held by us
or our affiliates – see “Rights of Shareholders Who Do Not Accept the Offer”) is greater than the aggregate number of Magal Shares represented by Notices of Objection to the offer; and
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The Israel Competition Authority shall have approved the purchase of the Magal Shares pursuant to this offer.”
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| 2. |
The second paragraph of Section 8 of the Offer to Purchase is hereby amended and shall read as follows:
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| 3. |
The second bullet point of Section (b)(1) in Section 11 of the Offer to Purchase is hereby amended and replaced with the following:
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| 4. |
The third bullet point of Section (b)(1) in Section 11 of the Offer to Purchase is hereby amended and replaced with the following:
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| 5. |
Section (b)(2) in Section 11 of the Offer to Purchase is hereby amended and replaced with the following:
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any general suspension of trading in securities on Nasdaq;
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a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Israel (whether or not mandatory) or a material limitation (whether or not mandatory) by any governmental entity on the
extension of credit by banks or other lending institutions, that could have a material adverse effect on us or on Magal;
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in the case of any of the foregoing existing at the time of the commencement of the offer, a material escalation or the worsening thereof;
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any change in the general political, market, economic or financial conditions in the United States, Israel or abroad that could, in our reasonable judgment, have a material adverse effect on us or on Magal; or
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a tender offer or exchange offer for any or all of Magal Shares, or any merger, acquisition, business combination or other similar transaction with or involving Magal or any of its subsidiaries, shall have been proposed, announced or
made by any other person or has been publicly disclosed; or
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| 6. |
The second to last paragraph in Section 11 of the Offer to Purchase is hereby amended and replaced with the following:
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| 7. |
The fifth and sixth paragraphs in Schedule I of the Offer to Purchase are hereby amended and replaced with the following:
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| 1. |
The following paragraph shall be added in Item 3:
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| 2. |
The following paragraph shall be added in Item 4 as the penultimate paragraph:
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FIMI OPPORTUNITY V, L.P.
By: FIMI FIVE 2012 LTD., its general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP
By: FIMI FIVE 2012 LTD., its general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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FIMI FIVE 2012 LTD.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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SHIRA AND ISHAY DAVIDI MANAGEMENT LTD.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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/s/ Ishay Davidi
Ishay Davidi
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NO.
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DESCRIPTION
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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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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