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. 4)

OPTIBASE LTD.
(Name of Subject Company (Issuer))

THE CAPRI FAMILY FOUNDATION
SHLOMO (TOM) WYLER
ROUVEN SCHWARZ
(Name of Filing Person (Offeror))
 
ORDINARY SHARES, PAR VALUE NIS 0.65 PER SHARE
(Title of Class of Securities)
 
M7524R116
(CUSIP Number of Class of Securities)
Rouven Schwarz
Arthur Rubinstein Street 3/38
Tel Aviv 6967117, Israel
Telephone: +972-54-690-9224
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)

With copies to:

Boaz Noiman, Adv.
Sharon Rosen, Adv.
FISCHER (FBC & Co.)
146 Menachem Begin Street
Tel Aviv 6492103, Israel
Telephone: +972-3-694-4111
 
Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY  10005
Telephone: (212) 238-8698

CALCULATION OF FILING FEE

Transaction Valuation*
$11,906,147
 
Amount of Filing Fee**
$1,104
*
 
For purposes of calculating the filing fee only, this amount is based on the offer to purchase 941,942 ordinary shares of Optibase Ltd. at a purchase price of $12.64 cash per share.
**
 
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2022 issued by the Securities and Exchange Commission, by multiplying the transaction valuation by 0.00009270.
☒  
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: $1,104

 


Form or Registration No.: SC TO-T
Filing Party:
The Capri Family Foundation
 
Shlomo (Tom) Wyler

Date Filed:

February 15, 2022

February 18, 2022
☐  
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:
☒
 
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)
 
2
This Amendment No. 4 (this “Amendment”) amends the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO filed by The Capri Family Foundation, a foundation organized under the laws of the Republic of Panama (the “Bidder”), Shlomo (Tom) Wyler and Rouven Schwarz, as previously amended (this “Schedule TO”), and relates to the offer by the Bidder to purchase 941,942 outstanding ordinary shares, nominal (par) value NIS 0.65 per share (the “Shares”), of Optibase Ltd. (“Optibase”), not already owned by the Bidder group, at $12.64 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated February 15, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, as amended previously and hereby, constitute the “Offer”).
 
This Amendment is being filed to amend and supplement the Items set forth below.  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 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 Offer to Purchase.

Amendments to Schedule TO and Offer to Purchase
 
The Offer to Purchase and Items 1 through 9, Item 11 and Item 13 of the Schedule TO, to the extent such Items incorporate by reference the following information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
 
“On March 22, 2022, Capri issued a press release announcing the final results of the offer. The bidder group filed the press release as Exhibit (a)(5)(F) to the Schedule TO and it is incorporated in the Offer to Purchase by reference.”
 
Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended by adding the following exhibit:

NO.
 
DESCRIPTION
(a)(5)(F)
  
Text of Press Release issued by the Bidder on March 22, 2022.

3

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.

 
THE CAPRI FAMILY FOUNDATION
 
By: /s/ Andreas Kothgasser 
Name: Andreas Kothgasser
Title: Trustee
 
 

/s/ S. T. Wyler
Shlomo (Tom) Wyler
 
 
/s/ Rouven Schwarz
Rouven Schwarz
 
Dated:  March 22, 2022

4
EXHIBIT INDEX

NO.
DESCRIPTION











(a)(5)(F)










(e)
Not applicable.

(g)
Not applicable.
(h)
Not applicable.

*
Previously filed.
**
Previously filed solely as an exhibit to the Tender Offer Statement on Schedule TO filed by the Bidder and incorporated by reference as an exhibit to the Schedule 13E-3 filed by the Bidder.
§
Incorporated by reference to the Tender Offer Statement on Schedule TO filed by the Bidder on December 1, 2021.
English translation from Hebrew.

 5
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