The Capri Family Foundation Commences Cash Tender Offer for Optibase Ltd. (Nasdaq: OBAS)

Rhea-AI Summary

The Capri Family Foundation has initiated a cash tender offer to acquire 959,837 ordinary shares of Optibase Ltd. (OBAS) at $11.20 per share. Capri, already owning 81.7% of Optibase's shares, aims to purchase all outstanding shares not currently held by its bidder group. The offer, set to expire on December 30, 2021, requires a minimum condition and includes customary additional conditions. The prior closing price before the announcement was $10.25 on Nasdaq. Shareholders are encouraged to review the tender offer materials filed with the SEC and ISA for detailed information.

Positive

• Capri Family Foundation's tender offer price of $11.20 per share exceeds the previous closing price of $10.25, indicating a premium for shareholders.

Negative

• None.

TEL AVIV, Israel, Dec. 1, 2021 /PRNewswire/ -- The Capri Family Foundation ("Capri") announced today that it has commenced a cash tender offer to purchase 959,837 ordinary shares of Optibase Ltd. ("Optibase") (Nasdaq and TASE: OBAS) for $11.20 per share.

The bidder group, of which Capri is a part, currently owns 4,256,419 ordinary shares of Optibase, representing approximately 81.7% 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 November 30, 2021, the last trading day before the announcement of the offer, the closing sale price per Optibase share on Nasdaq as reported by Nasdaq was $10.25 and on the Tel Aviv Stock Exchange was NIS 31.73.

The tender offer is scheduled to expire at 10:00 a.m., New York time (5:00 p.m. Israel time), on December 30, 2021, 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 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

FAQ

What is the cash tender offer amount for Optibase Ltd. shares?

The cash tender offer amount is $11.20 per share.

What is the expiration date of the tender offer for Optibase Ltd.?

The tender offer is set to expire on December 30, 2021.

How many shares does the Capri Family Foundation aim to acquire from Optibase Ltd.?

The Capri Family Foundation aims to acquire 959,837 ordinary shares of Optibase Ltd.

What percentage of Optibase shares does the Capri Family Foundation currently own?

The Capri Family Foundation currently owns approximately 81.7% of Optibase's issued and outstanding shares.

What was the closing price of Optibase Ltd. shares before the tender offer announcement?

The last closing price was $10.25 on Nasdaq before the tender offer announcement.