The undersigned, FIMI Opportunity IV, L.P., FIMI Israel Opportunity IV, Limited Partnership (the “FIMI IV Funds”),
FIMI Opportunity V, L.P., FIMI Israel Opportunity Five, Limited Partnership (the “FIMI V Funds” and together with the FIMI IV Funds, the “FIMI Funds”), FIMI IV 2007 Ltd., FIMI FIVE 2012 Ltd., Shira and Ishay Davidi Management Ltd. and Mr. Ishay Davidi (together, the “Reporting Persons”), hereby file this
Amendment No. 8 to Schedule 13D (the “Amendment”), which amends the Schedule 13D originally filed on September 17, 2012, Amendment No. 1 to
Schedule 13D originally filed on November 13, 2012, Amendment No. 2 to Schedule 13D originally filed on November 15, 2012, Amendment No. 3 to Schedule 13D originally filed on February 4, 2014, Amendment No. 4 to Schedule 13D originally filed on
September 17, 2014, Amendment No. 5 to Schedule 13D originally filed on November 29, 2014, Amendment No. 6 to Schedule 13D originally filed on April 7, 2016 and Amendment No. 7 to Schedule 13D
originally filed on July 11, 2019, filed by the Reporting Persons, with respect to the Ordinary Shares, par value NIS 0.20 per share (the “Ordinary Shares”), of Gilat Satellite
Networks Ltd., an Israeli company (“Gilat”). The Amendment amends and supplements Items 4, 5, 6 and 7 of the Schedule 13D.
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Item 4.
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Purpose of Transaction
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On January 29, 2020, Gilat announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”),
dated January 29, 2020, with Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), and Convoy Ltd., a company organized under the laws of the State of Israel and a
wholly-owned subsidiary of Comtech (“Merger Sub”), pursuant to which Comtech will acquire Gilat by way of the merger of Merger Sub with and into Gilat (the “Merger”), with Gilat surviving the Merger as a wholly-owned subsidiary of Comtech. The Merger is structured as a statutory merger pursuant to Sections 314-327 of the Companies Law, 5759-1999, of the State of Israel.
In connection with the Merger Agreement, Comtech entered into a Voting Agreement, dated January 29, 2020 (the “Voting
Agreement”), with the FIMI Funds and certain other shareholders of Gilat (the “Shareholders”), pursuant to which each Shareholder has agreed, among other things, to: (i) vote its
beneficially owned Gilat Ordinary Shares (a) in favor of the Merger and the other transactions contemplated by the Merger Agreement, including any matter necessary for the consummation of the Merger, (b) in favor of any proposal to adjourn or
postpone any meeting of Gilat shareholders at which any of the foregoing matters are submitted for consideration and vote of the Gilat shareholders if there are not sufficient votes for approval of any such matters on the date on which the meeting
is held, (c) against any third party acquisition transactions and (d) against any other proposal made in opposition to the adoption of the Merger Agreement or that would reasonably be expected to prevent the consummation of the Merger; and
(ii) comply with certain restrictions on the disposition of such shares, in each case subject to the terms and conditions contained therein. The Voting Agreement will terminate upon the earliest to occur of (A) the consummation of the Merger,
(B) the termination of the Merger Agreement pursuant to and in compliance with its terms, (C) a change of recommendation of the Gilat Board that is unanimously approved by the Gilat Board in accordance with the Merger Agreement, or (D) with respect
to any Shareholder, the mutual written agreement of Comtech and such Shareholder to terminate the Voting Agreement, or at the option of such Shareholder, upon the entry without the prior written consent of such Shareholder into any amendment or
modification of the Merger Agreement which results in a decrease in the Merger Consideration or imposes any material restrictions or material constraints on the payment of the consideration to be paid for the Gilat Shares.
The foregoing summaries of each of the Merger Agreement and the Voting Agreement are qualified in their entirety by reference to the full text of the Merger Agreement and the
Voting Agreement included as Exhibits 1 and 2 hereto and are incorporated herein by reference. The information set forth in Items 5 and 6 is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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(a)-(b) The Reporting Persons beneficially own and share the power to vote and dispose of 18,801,865 Ordinary Shares, representing approximately 33.9% of Gilat’s
Ordinary Shares (based upon the 55,493,258 Ordinary Shares outstanding as of January 24, 2020 (pursuant to Exhibit 1)).
(d) None.
Page 10 of 13 Pages
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The information set forth in Items 4 and 5 is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
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Page 11 of 13 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
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By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
FIMI Opportunity IV, L.P.
By: FIMI IV 2017 Ltd., managing director partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
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FIMI Israel Opportunity IV, Limited Partnership
By: FIMI IV 2017 Ltd., managing director partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
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By: FIMI FIVE 2017 Ltd., managing director partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
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FIMI Israel Opportunity Five, Limited Partnership
By: FIMI FIVE 2017 Ltd., managing director partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
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Shira and Ishay Davidi Management Ltd.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
Ishay Davidi
By: /s/ Ishay Davidi
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