The Capri Family Foundation Files Updated Fairness Opinion, Extends Expiration Date of its Tender Offer for Shares of Optibase Ltd. (Nasdaq: OBAS)

Rhea-AI Summary

Capri Family Foundation has updated its tender offer to acquire 941,942 ordinary shares of Optibase Ltd. (Nasdaq: OBAS) with an increased offer price of $12.64 per share, valid until 10:00 a.m. New York time on March 22, 2022. The financial advisor, MNS Consulting, confirmed that this offer price is fair for non-affiliated Optibase shareholders. The offer is detailed in the Tender Offer Statement filed with the SEC and the Israel Securities Authority. Shareholders are encouraged to review all materials related to the tender offer.

Positive

• Increased tender offer price of $12.64 per share signifies a strategic move.
• Fairness opinion from MNS Consulting supports the value of the offer for shareholders.

Negative

• None.

TEL AVIV, Israel, Feb. 23, 2022 /PRNewswire/ -- The Capri Family Foundation ("Capri") announced today that it had received an updated fairness opinion of its financial advisor, MNS Consulting Ltd. ("MNS Consulting"), in connection with its tender offer to purchase 941,942 ordinary shares of Optibase Ltd. ("Optibase") (Nasdaq: OBAS) (TASE: OBAS). Capri commenced the tender offer on February 15, 2022 and increased its offer price, to $12.64 per share, on February 18, 2022.

In the fairness opinion, MNS Consulting stated that, subject to terms and conditions set out therein, the increased offer price, $12.64 per share, is fair, from a financial point of view, to the holders of Optibase shares who are not affiliated with Optibase.

Capri also announced that it had extended the expiration date of the tender offer to 10:00 a.m., New York time (5:00 p.m. Israel time), on March 22, 2022, unless further extended by Capri.

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 with the U.S. Securities and Exchange Commission (the "SEC") and with the Israel Securities Authority ("ISA"). Capri is amending the Schedule TO today to add the updated fairness opinion of MNS Consulting as an exhibit and to update other matters that relate to the increased offer price and the new expiration date. 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 is only being 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 have been filed 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 are 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 also are 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.

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, political events and fluctuations in the share price of Optibase. 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 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

SOURCE Capri Family Foundation

FAQ

What is the updated tender offer price for Optibase shares by Capri?

The updated tender offer price for Optibase shares by Capri is $12.64.

What is the new expiration date for Capri's tender offer for Optibase?

The new expiration date for Capri's tender offer for Optibase is 10:00 a.m. New York time on March 22, 2022.

Who provided the fairness opinion for Capri's tender offer for Optibase?

The fairness opinion for Capri's tender offer for Optibase was provided by MNS Consulting.

What should Optibase shareholders do regarding the tender offer?

Optibase shareholders should read the tender offer materials filed by Capri for important information.

Where can shareholders find the tender offer materials for Optibase?

Shareholders can find the tender offer materials on the SEC's website and the ISA's website.