FIMI Commences Cash Tender Offer for Gilat Satellite Networks Ltd.
(Thomson Reuters ONE) -
TEL AVIV, Israel, Oct. 24, 2014 (GLOBE NEWSWIRE) -- FIMI Opportunity IV, L.P,
FIMI Israel Opportunity IV, Limited Partnership, FIMI Opportunity V, L.P and
FIMI Israel Opportunity Five, Limited Partnership (collectively "FIMI"),
announced today that they have commenced a cash tender offer to purchase
5,166,348 ordinary shares of Gilat Satellite Networks Ltd. ("Gilat")
(Nasdaq:GILT) for $4.95 per share. If more than the maximum number of shares
offered to be purchased in the tender offer are tendered, FIMI will purchase
shares on a pro rata basis.
Pursuant to an Agreement, dated as of September 17, 2014 among (i) FIMI and (ii)
York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York
Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P.,
Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (collectively,
"York"), (a) FIMI undertook to make a public "special tender offer" pursuant to
Israeli Law, on or prior to October 24, 2014, to acquire 5,166,348 Gilat shares
at a price of $4.95 per Gilat share, and (b) York undertook to accept the offer
in respect of the 5,166,348 Gilat Shares held by it in consideration for a price
of $4.95 per Gilat share.
FIMI, a controlling shareholder of Gilat, currently owns 9,776,324 ordinary
shares of Gilat, representing approximately 23.0% of Gilat's outstanding shares.
If FIMI purchases 5,166,348 Gilat Shares in the tender offer, FIMI will own
approximately 35.1% of Gilat's outstanding shares.
On September 16, 2014, the last trading day before FIMI announced its intention
to launch the offer, the closing sale price of the Gilat shares was $4.79 on
Nasdaq and NIS 17.37 ($4.77 based on an exchange rate of NIS 3.641 per United
States dollar as of September 16, 2014) on the Tel Aviv Stock Exchange.
The initial period of the tender offer and withdrawal rights is scheduled to
expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November
25, 2014, 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. However, shareholders
will have no withdrawal rights during such additional four-calendar day period.
The tender offer is conditioned upon: (1) Gilat shares representing 5.0% of the
outstanding shares and voting power of Gilat (currently, 2,130,095 Gilat shares)
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 approval of the Israeli Antitrust Authority, with respect to the
potential increase of FIMI's shareholdings in Gilat to more than 25% of Gilat's
issued and outstanding share capital, 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 Gilat.
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) and with the Israeli Securities Authority (ISA).
American Stock Transfer & Trust Company is the U.S. Depositary for the offer and
Bank of Jerusalem 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 Gilat. 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 Gilat should
read the tender offer materials which are being filed today by FIMI.
Shareholders of Gilat 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 on the ISA's website at http://www.magna.isa.gov.il, 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 (212)
493-3910 or toll free (866) 406-2288. 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
Gilat. FIMI undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
About FIMI: FIMI a part of Israel's leading private equity funds. Over the past
18 years the FIMI funds have completed 75 investments. FIMI is currently
investing through its fifth fund (a US$ 820 million 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.
CONTACT: FIMI Contact:
Address: Electra Tower
98 Yigal Alon St.
Tel-Aviv 6789141, Israel
Tel: +972-3-565-2244
E-mail: ami(at)fimi.co.il
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: FIMI Opportunity Funds via GlobeNewswire
[HUG#1865661]
Datum: 24.10.2014 - 15:12 Uhr
Sprache: Deutsch
News-ID 346797
Anzahl Zeichen: 7043
contact information:
Town:
Tel-Aviv
Kategorie:
Business News
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"FIMI Commences Cash Tender Offer for Gilat Satellite Networks Ltd."
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