TEL AVIV, Israel, May 22, 2020 /PRNewswire/ -- FIMI Opportunity V,
L.P and FIMI Israel Opportunity Five, Limited Partnership
(collectively "FIMI"), announced today that they have commenced a
cash special tender offer to purchase 8,669,029 ordinary shares of
Magal Security Systems Ltd. ("Magal") (Nasdaq: MAGS) for
$2.95 per share. If more than the
maximum number of shares offered to be purchased in the tender
offer are tendered, FIMI will purchase Magal shares on a pro rata
basis.
FIMI, a controlling shareholder of Magal, currently owns
9,854,159 ordinary shares of Magal, representing approximately
42.6% of Magal's issued and outstanding shares. If FIMI purchases
8,669,029 Magal shares in the tender offer, FIMI will own
approximately 80.0% of Magal's issued and outstanding shares.
On May 21, 2020, the last trading
day before the announcement of the offer, the closing sale price
per Magal share on Nasdaq as reported by Nasdaq was
$3.00.
The initial period of the tender offer and withdrawal rights is
scheduled to expire at 10:00 a.m.,
New York time, on June 22, 2020, unless the initial period is
extended by FIMI. As required by Israeli law, if the conditions to
the offer are satisfied as of the completion of the initial offer
period, FIMI will provide an additional period of four calendar
days during which shareholders may tender their shares, which
additional offer period will expire at 10:00
a.m., New York time, on
June 26, 2020. However, shareholders
will have no withdrawal rights during such additional four-calendar
day period.
The tender offer is conditioned upon: (1) at least 1,200,000
Magal Shares (currently representing 5.2% of the issued and
outstanding shares and voting power of Magal) having been validly
tendered and not withdrawn prior to the completion of the initial
offer period, (2) as required by Israeli law, at the completion of
the initial offer period, the aggregate number of shares tendered
in the offer being greater than the number of shares represented by
notices of objection to the offer, (3) the Israeli Competition
Authority shall have approved the purchase of the Shares pursuant
to the offer, and (4) certain other conditions specified in the
Offer to Purchase relating to the tender offer. The tender offer is
not conditioned on the receipt of financing or the approval of the
board of directors of Magal.
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 (SEC). American Stock Transfer & Trust
Company is the 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
Magal. 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
Magal should read the tender offer materials which are being filed
today by FIMI. Shareholders of Magal 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 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) 814-2879 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
Magal. These statements are based on information available at the
time of the press release and FIMI 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 FIMI: FIMI a part of Israel's leading private equity funds. Over
the past 24 years the FIMI funds have completed 89 investments.
FIMI is currently investing through its sixth fund (a US$ 1.1 billion fund) which focuses on investing
in selected mature Israeli or Israeli-related companies with strong
growth potential and global footprint, among others in buy-out
transactions and turnaround situations.
FIMI Contact:
Address: Alon Towers 2, 94 Yigal
Alon St., Tel-Aviv 6789141,
Israel
Tel: +972-3-565-2244
E-mail: Ron@fimi.co.il
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SOURCE FIMI