The Capri Family Foundation Completes its Acquisition of Shares of Optibase Ltd. (Nasdaq: OBAS)

Rhea-AI Summary

The Capri Family Foundation has successfully completed its tender offer to acquire 941,942 ordinary shares of Optibase Ltd. (NASDAQ: OBAS) at $12.64 per share. The offer, which began on February 15, 2022, and expired on March 22, 2022, saw 768,905 shares validly tendered. Consequently, Capri now holds all Optibase shares, which will be delisted from NASDAQ and the Tel Aviv Stock Exchange. Capri plans to terminate the registration of these shares under the U.S. Securities Exchange Act, ceasing all reporting obligations for Optibase.

Positive

• Capri acquired 941,942 shares at a price of $12.64 each, representing a total investment of approximately $11.9 million.
• Capri now owns all remaining Optibase shares, consolidating its control over the company.
• The tender offer was successfully completed, satisfying all conditions with a significant number of shares tendered.

Negative

• Optibase shares will be delisted from NASDAQ and the Tel Aviv Stock Exchange, which may limit liquidity for existing shareholders.
• Capri's acquisition may lead to concerns about the company's future transparency following the suspension of reporting obligations under the U.S. Securities Exchange Act.

TEL AVIV, Israel, March 22, 2022 /PRNewswire/ -- The Capri Family Foundation ("Capri") announced today the results of its tender offer to purchase 941,942 ordinary shares of Optibase Ltd. ("Optibase")(Nasdaq and TASE: OBAS), for $12.64 per share. The tender offer, which commenced on February 15, 2022, expired at 10:00 a.m., New York time (5:00 p.m. Israel time), on March 22, 2022.

Capri was advised by the depositaries for the offer that, as of the expiration date of the tender offer, a total of 768,905 Optibase shares had been validly tendered, and not withdrawn, pursuant to the offer. The number of shares tendered and not validly withdrawn pursuant to the offer satisfied the minimum condition of the offer and all other conditions to the offer were satisfied or waived. Capri has accepted all shares tendered and not validly withdrawn pursuant to offer and promptly will pay for those shares.

As a consequence of the completion of the offer, under the Israeli Companies Law, Capri automatically thereby also acquired all of the Optibase shares, not already held by the members of its bidder group, that were not tendered into the offer, and became obligated to pay to those holders the offer price, $12.64, without interest and subject to withholding tax. Capri will mail a form of letter of transmittal to former holders who did not tender in the offer, which those holders may use to direct its payment to them.

Capri and the members of its bidder group are now the sole owners of Optibase shares. The Optibase shares will be delisted and will cease to trade on Nasdaq and the Tel Aviv Stock Exchange. Capri intends to take steps to cause the termination of the registration of the shares under, and suspend all of Optibase's reporting obligations under, the U.S. Securities Exchange Act, as promptly as practicable.

Previously filed information concerning Optibase remains available at no charge on the website of the U.S. Securities and Exchange Commission at http://www.sec.gov and on the website of the Israeli Securities Authority at http://www.magna.isa.gov.il.

Forward-Looking Statements: This press release may contain forward-looking statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions and political events. These statements are based on information available at the time of the press release and Capri undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise (except as required by law).

About Capri: Capri is a foundation organized under the laws of the Republic of Panama.

The Information Agent for 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 was the outcome of Capri's tender offer for Optibase shares on March 22, 2022?

Capri successfully acquired 941,942 ordinary shares of Optibase at $12.64 per share, with 768,905 shares validly tendered.

What will happen to Optibase shares after the acquisition by Capri?

Optibase shares will be delisted from NASDAQ and the Tel Aviv Stock Exchange, and Capri will terminate the registration of shares under the U.S. Securities Exchange Act.

What is the total investment made by Capri in Optibase through the tender offer?

Capri invested approximately $11.9 million to acquire the 941,942 shares at $12.64 each.

When did the tender offer for Optibase shares begin and end?

The tender offer commenced on February 15, 2022, and expired on March 22, 2022.