MTLK Metalink Ltd (PK)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under

Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(AMENDMENT NO. 3)

 

METALINK LTD.

(Name of Subject Company (Issuer))

 

TOP ALPHA CAPITAL S.M. LTD.

(Name of Filing Person (Offeror))

 

ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE

(Title of Class of Securities)

 

M69897110

(CUSIP Number of Class of Securities)

 

Daniel Magen

Top Alpha Capital S.M. Ltd.

5 Kinneret St., BSR Tower 3, Bnei Brak, Israel

Telephone: +972-72-211-7400

(Name, address and telephone numbers of person authorized to receive

notices and communications on behalf of filing persons)

 

With copies to:

 

Steve Kronengold, Adv.

SRK Kronengold Law Offices

7 Oppenheimer St.

Rehovot 76701, Israel

Telephone: +972-8-936-0999

  

 

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation* $715,000

Amount of Filing Fee** $72.00

 

*	Estimated solely for purposes of calculating the filing fee.  The transaction value was determined by multiplying the maximum number of ordinary shares of Metalink Ltd. subject to the tender offer (550,000 ordinary shares) by the offering price ($1.30 per share).
**	Calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00010070.

 

☐	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $72 Form or Registration No.: SC TO-T

Filing Party: Top Alpha Capital S.M. Ltd. Date Filed: January 13, 2016.

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the statement relates:
x	third-party tender offer subject to Rule 14d-1
☐	issuer tender offer subject to Rule 13e-4
☐	going-private transaction subject to Rule 13e-3
☐	amendment to Schedule 13D under Rule 13d-2

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: £

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

☐Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Top Alpha Capital S.M. Ltd., an Israeli corporation, ("Top Alpha"). The Schedule TO relates to the offer by Top Alpha to purchase 550,000 outstanding ordinary shares, nominal (par) value NIS 1.00 per share (the “Shares”), of Metalink Ltd. (“Metalink”), at $1.30 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 13, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

 

This Amendment is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information set forth in the Offer to Purchase and the related Letter of Transmittal, and any schedules attached thereto, is hereby expressly incorporated herein by reference in response to all of the items of the Schedule TO, except as otherwise set forth below.

 

Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Schedule TO.

 

Amendments to Items 1 through 9 and 11.

 

Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

On February 17, 2016, Top Alpha issued a press release announcing that all of the conditions to the Offer have been satisfied and that it is commencing the Additional Offer Period. A copy of the press release is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.

 

Amendment to Item 12.

Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

 

Exhibit No.		Description
(a)(5)(B)		Text of Press Release issued by Top Alpha on February 17, 2016, announcing the commencement of the Additional Offer Period.

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

TOP ALPHA CAPITAL S.M. LTD.

By: /s/ Daniel Magen

Name: Daniel Magen

Title: CEO

 

Dated: February 17, 2016

 

 

 

 

  

EXHIBIT INDEX

NO.		DESCRIPTION
(a)(1)(A)		Offer to Purchase, dated January 13, 2016.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(D)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
(a)(1)(F)		Notice of Objection.*
(a)(1)(G)		Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).*
(a)(5)(A)		Text of Press Release issued by Top Alpha on January 13, 2016.*
(a)(5)(B)		Text of Press Release issued by Top Alpha on February 17, 2016, announcing the commencement of the Additional Offer Period.
(b)		Not applicable.
(c) (d)		Not applicable. Not applicable.
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.

__________________________

* Previously filed.

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit (a)(5)(B)

 

Top Alpha Capital S.M. Ltd. Completes Cash Tender Offer for Shares of Metalink Ltd. and Commences the Four-Day Additional Offer Period

 

TEL AVIV, Israel, February 17, 2016 -- Top Alpha Capital S.M. Ltd., an Israeli corporation, ("Top Alpha"), announced today that all of the conditions have been satisfied for its previously-announced tender offer to purchase 550,000 ordinary shares, NIS 1.00 par value per share, of Metalink Ltd. ("Metalink" and the "Metalink Shares") (OTCQB: MTLK) for $1.30 per Metalink Share, net to the seller in cash, less any required withholding taxes and without interest.

 

Top Alpha has been advised by the Depositary for the offer that, as of 10:00 a.m., New York time or 5:00 p.m. Israel time, on February 17, 2016: (i) 203,188 Metalink Shares were validly tendered, representing approximately 7.6% of the issued and outstanding shares and voting rights in Metalink, and (ii) notices of objection to the offer were issued by holders of 950 Metalink Shares, representing approximately 0.04% of the issued and outstanding shares and voting rights in Metalink. The calculation of the aggregate number of Metalink Shares represented by notices of objection to the offer does not include notices of objection tendered by controlling shareholders of Metalink or by shareholders with a personal interest in Metalink, which notices of objection, in accordance with Israeli law, may be disregarded for purposes of determining whether the aggregate number of Metalink Shares validly tendered pursuant to the offer is greater than the aggregate number of Metalink Shares represented by notices of objection to the offer.

 

Accordingly, as required by Israeli law and as contemplated in its Offer to Purchase, as amended:

 

	●	Top Alpha is providing an additional period of four calendar days, until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Sunday, February 21, 2016, during which Metalink shareholders who, with respect to each Metalink Share owned by them, did not respond to the offer, or have notified Top Alpha of their objection to the offer, or have tendered such Metalink Shares but withdrawn their tender prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on February 17, 2016, may tender such Metalink Shares.  Shareholders who have tendered their shares do not have withdrawal rights during this additional four-calendar day period; and
	●	Top Alpha will purchase, subject to proration, the Metalink Shares validly tendered in the offer prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Sunday, February 21, 2016, the final expiration date of the offer.

 

Shareholders who hold their Metalink Shares through brokers or other nominees and wish to tender their shares prior to the final expiration date should consider contacting such brokers to ensure their tender instructions are forwarded in ample time to permit such brokers to submit a tender on their behalf in a timely fashion.

 

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, as amended, previously filed with the U.S. Securities and Exchange Commission (SEC). VStock Transfer LLC serves as the Information Agent and as the Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to VStock Transfer LLC at 855-9VSTOCK.

 

Important Information: This is not an offer to buy or the solicitation of an offer to sell any ordinary shares of Metalink. 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 Metalink 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 are also available without charge to all shareholders by contacting VStock Transfer LLC, the information agent for the Tender Offer, at 855-9VSTOCK. 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 Metalink. Top Alpha undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

About Top Alpha: Top Alpha is a boutique financial services company providing a complex of services, dealing directly and through subsidiaries in the following fields: nostro account investments in public and private companies, capital raising, brokerage services, distribution services, bridge loans and investment banking. We are wholly owned (100%) by Daniel Magen, who also serves as our sole director and executive officer. Mr. Magen, a certified accountant, is a financial investor and businessman. For further information, please visit http://www.topac.co.il