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. 1)

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

THE CAPRI FAMILY FOUNDATION
SHLOMO (TOM) WYLER
(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: $1,013
 

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

Date Filed: February 15, 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. 1 (this “Amendment”) amends the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO (this “Schedule TO”) filed by The Capri Family Foundation, a foundation organized under the laws of the Republic of Panama (the “Bidder”), and Shlomo (Tom) Wyler, 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 $11.64 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, together with any amendments or supplements thereto, 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 Items 1 through 11 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 February 18, 2022, Capri issued a press release announcing that it has determined to increase the Offer Price to $12.64 per share. The Bidder Group filed the press release as Exhibit (a)(5)(D) to the Schedule TO and it is incorporated in the Offer to Purchase by reference.

“Capri expects to amend the Offer to Purchase, on or around February 23, 2022, to update matters that relate to the increased offer price.”

The Schedule TO, including the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, the Letter to Clients, and the Form of Cover of ‘Mifrat’ filed with the Israel Securities Authority are hereby amended by amending all references to the offer price to be paid in the Offer to $12.64 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest.

3
Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended by adding and amending the following exhibits:

NO.
 
DESCRIPTION



4

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
 
Dated:  February 18, 2022

5

EXHIBIT INDEX

NO.
 
DESCRIPTION



















(e)
Not applicable.

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


*
Incorporated by reference to the Tender Offer Statement on Schedule TO filed by the Bidder on February 15, 2022.
§
Incorporated by reference to the Tender Offer Statement on Schedule TO filed by the Bidder on December 1, 2021.
English translation from Hebrew.
 
6
Exhibit (a)(5)(D)
 
The Capri Family Foundation Increases its Offer Price
 for Shares of Optibase Ltd. (Nasdaq: OBAS)
 
Tel Aviv, Israel, February 18, 2022 – The Capri Family Foundation (“Capri”) announced today that it increased its offer price to purchase 941,942 ordinary shares of Optibase Ltd. (“Optibase”) (Nasdaq and TASE: OBAS) to $12.64 per share.
 
The increased offer price, $12.64 per Optibase Share, is approximately 7.6% greater than the closing sale price per Optibase share as reported by Nasdaq on February 14, 2022, the last U.S. trading day before the commencement of the tender offer, and approximately 9.0% greater than the original offer price of $11.60 per share.
 
The tender offer is scheduled to expire at 10:00 a.m., New York time (5:00 p.m. Israel time), on March 17, 2022, unless extended by Capri.
  
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 with the U.S. Securities and Exchange Commission (the “SEC”) and with the Israel Securities Authority (“ISA”). Capri expects to amend the Offer to Purchase, on or around February 23, 2022, to update matters that relate to the increased offer price. American Stock Transfer & Trust Company is the U.S Depositary for the offer and Israel Brokerage & Investments - I.B.I. - 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 Optibase. 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 Optibase should read the tender offer materials which have been filed by Capri. Shareholders of Optibase 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 on the ISA’s website at http://www.magna.isa.gov.il, and also are available without charge to all shareholders by contacting D.F. King & Co., Inc., the information agent for the tender offer, at (800) 829-6554 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 Optibase. These statements are based on information available at the time of the press release and Capri 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 Capri: Capri is a foundation organized under the laws of the Republic of Panama.

The Information Agent in the offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
(800) 829-6554
(212) 269-5550 (banks and brokers)
optibase@dfking.com
Exhibit 107.1

Calculation of Filing Fee Tables

Schedule TO
(Rule 14d-100)

(Amendment No. 1)
 
OPTIBASE LTD.
(Name of Subject Company (Issuer))

THE CAPRI FAMILY FOUNDATION
SHLOMO (TOM) WYLER
 (Names of Filing Persons (Offerors))

Table 1—Transaction Valuation
 
 
  
Transaction
Valuation
    
Fee rate
    
Amount of
Filing Fee
  
Fees to Be Paid
  
$
979,620
      
.0000927
    
$
91
  
Fees Previously Paid
  
$
10,926,527
            
$
1,013
  
Total Transaction Valuation
  
$
11,906,147
                  
Total Fees Due for Filing
                  
$
1,104
  
Total Fees Previously Paid
                  
$
1,013
  
Total Fee Offsets
                  
$
0
  
Net Fee Due
                  
$
91
  

The Total Transaction Valuation is estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding 941,942 ordinary shares of Optibase Ltd. at a purchase price of $12.64 cash per share.