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. 2)

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: $1,104

 


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. 2 (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”), and Shlomo (Tom) Wyler, 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:
 
1.          The Expiration Date of the offer hereby is extended to March 22, 2022.  The Schedule TO, including the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, 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 Expiration Date to March 22, 2022.
 
2.          The front cover of the Offer to Purchase hereby is amended by deleting in their entirety the seventh and eighth full paragraphs thereof (which previously disclosed that the original offer price was less than recent trading prices for the Optibase Shares).
 
3.          The eighth question and answer in the Summary Term Sheet of the Offer to Purchase is hereby amended and replaced in its entirety as follows:
 
WHAT IS THE MARKET VALUE OF MY OPTIBASE SHARES AS OF A RECENT DATE?
 
•
On June 29, 2021, the last full trading day before we first announced our intention to make an offer for all of the outstanding Optibase Shares not owned by the bidder group, the last reported closing price per Optibase Share reported on Nasdaq was $11.00  and on the TASE was NIS 35.78.
•
On February 14, 2022, the last full trading day before we commenced the offer, the last price per Optibase Share reported on Nasdaq was $11.75 and on the TASE was NIS 41.00. The Offer Price, $12.64 per Optibase Share, is approximately 7.6% greater than such last reported price on Nasdaq and approximately 0.6% greater than such last reported price on the TASE.
•
During the six months prior to commencement of the offer, the average closing price of the Optibase Shares reported on Nasdaq was $11.10 and on the TASE was NIS 37.07. The Offer Price, $12.64 per Optibase Share, is approximately 13.9% greater than such six-month average price on Nasdaq and approximately 11.2% greater than such six-month average price on the TASE.
 
Optibase Shares are traded on Nasdaq and on TASE under the symbol “OBAS.” We recommend that you obtain a recent quotation for your Optibase Shares prior to deciding whether or not to tender your Optibase Shares.

See Section 14 - “Price Range of the Shares etc.”
 
3
4.          The twentieth question and answer in the Summary Term Sheet of the Offer to Purchase is hereby amended and replaced in its entirety as follows:
 
IS THIS TENDER OFFER FAIR TO THE HOLDERS OF OPTIBASE SHARES WHO ARE NOT AFFILIATED WITH OPTIBASE?
 
•
Each member of our bidder group believes that the offer, and the Offer Price to be received by holders of Optibase Shares who are unaffiliated with Optibase pursuant to the offer, are fair to such holders.

•
The Offer Price represents a premium of approximately:
 

 o
14.9% to the closing price of the Optibase Shares on Nasdaq on June 29, 2021, the last trading day prior to the date that we first announced our intention to make an offer for all of the outstanding Optibase Shares not owned by the bidder group;
 

 o
 7.6% to the closing price of the Optibase Shares on Nasdaq on February 14, 2022, the last trading day prior to commencement of our offer; and
 

 o
13.9% to the average closing price of the Optibase Shares on Nasdaq during the six months prior to commencement of the offer.
 
•
MNS Consulting, the financial advisor to Capri, delivered to us a fairness opinion as to the fairness of the Offer Price to be received by holders of Optibase Shares who are unaffiliated with Optibase.
 
•
In our first tender offer to acquire all of the Optibase Shares, not already owned by the bidder group, which we commenced on December 1, 2021 at an offer price of $11.20 per share, holders tendered 689,926 Optibase Shares, which was the majority of the Optibase Shares that were not already held by our bidder group.  The minimum condition of our first offer was not satisfied and all tendered shares were returned. Nevertheless, by tendering in the first offer, the majority of the unaffiliated holders indicated that $11.20 was a fair price for their Optibase Shares. We are making this offer at a price of $12.64, or approximately 12.9% greater than in our first offer.
 
•
Our offer has procedural features that help ensure fairness to holders of Optibase Shares who are not affiliated with Optibase.

See Section 2 - “Position of Capri Regarding the Fairness of the Transaction” and Section 14 – “Price Range of Shares etc.”
 
4

5.              Section 1 of the Offer to Purchase hereby is amended by adding the following after the twelfth paragraph thereof:

On or around February 1, 2022, Optibase furnished to MNS Consulting two updated Property Valuations and information about recent developments regarding other properties of Optibase. See “Section 8 – Evaluations and Financial Analysis of Capri’s Financial Advisor.”
 
Representatives of MNS Consulting, at their initiative, conducted additional conference calls with Mr. Philips on January 31, 2022, February 1, 2022 and February 2, 2022, and with Mr. Ben-Naim on February 6, 2022, February 7, 2022 and February 8, 2022, in each case for the purpose of better understanding the recently furnished Property Valuations and information about recent developments regarding other properties of Optibase, the general and administrative expenses of Optibase, and the publicly available information regarding Optibase.

6.              Section 1 of the Offer to Purchase hereby is amended by adding the following at the end thereof:

On February 23, 2022, Capri issued a press release announcing that its financial advisor, MNS Consulting Ltd., had delivered an opinion that the Offer Price, $12.64 per Optibase Share, is fair, from a financial point of view, to the holders of Optibase Shares who are not affiliates of Optibase, and announcing that Capri had extended the Expiration Date of the offer to March 22, 2022. The Bidder Group filed the press release as an exhibit to the Schedule TO.
 
7.              Section 2 of the Offer to Purchase hereby is amended by replacing the portion thereof, prior to the words, “The relative lack of liquidity,” as follows:
 
2.    Position of Capri Regarding the Fairness of the Transaction
 
The rules of the SEC require each member of the bidder group to express their belief to holders of Optibase Shares who are unaffiliated with Optibase as to the fairness of the transaction. We believe that the offer, and the Offer Price to be received by holders of Optibase Shares who are unaffiliated with Optibase pursuant to the offer, are fair to such holders.
 
Each member of our bidder group bases their belief on the following factors, each of which, in our judgment, supports our view as to the fairness of the transaction:

•
The Offer Price represents a premium of approximately:
 

 o
14.9% to the closing price of the Optibase Shares on Nasdaq on June 29, 2021, the last trading day prior to the date that we first announced our intention to make an offer for all of the outstanding Optibase Shares not owned by the bidder group;
 

 o
 7.6% to the closing price of the Optibase Shares on Nasdaq on February 14, 2022, the last trading day prior to commencement of our offer; and
 

 o
13.9% to the average closing price of the Optibase Shares on Nasdaq during the six months prior to commencement of the offer.
 
•
MNS Consulting, the financial advisor to Capri, delivered to us a fairness opinion as to the fairness of the Offer Price to be received by holders of Optibase Shares who are unaffiliated with Optibase.
 
•
In our first tender offer to acquire all of the Optibase Shares, not already owned by the bidder group, which we commenced on December 1, 2021 at an offer price of $11.20 per share, holders tendered 689,926 Optibase Shares, which was the majority of the Optibase Shares that were not already held by our bidder group.  The minimum condition of our first offer was not satisfied and all tendered shares were returned. Nevertheless, by tendering in the first offer, the majority of the unaffiliated holders indicated that $11.20 was a fair price for their Optibase Shares. We are making this offer at a price of $12.64, or approximately 12.9% greater than in our first offer.
 
5
 
8.          Section 2 of the Offer to Purchase hereby is amended by deleting in their entirety the two bullets that immediately followed the words “Each member of our bidder group also considered the following factors, each of which we considered negative in our considerations concerning the fairness of the terms of our offer.”
 
9.          Section 3 of the Offer to Purchase hereby is amended by deleting the last sentence of the first paragraph under the caption “Appraisal Rights.”
 
10.        Section 8 of the Offer to Purchase hereby is amended and replaced in its entirety as follows:
 
4.
Evaluations and Financial Analysis of Capri’s Financial Advisor.
 
In connection with our first offer, which expired by its terms on December 30, 2021, Capri selected and engaged as our financial advisor MNS Consulting Ltd. (“MNS Consulting”). Capri selected MNS Consulting based on a recommendation by FISCHER (FBC & Co.), its Israeli legal counsel, and on its general reputation as a leading financial advisory, investment-banking and strategy advisory firm in Israel. For additional information about MNS Consulting, Optibase shareholders may visit its website, en.mns-consulting.co.il. However, information contained on the website of MNS does not constitute a part of this offer to purchase.
 
For its services in connection with this offer, Capri agreed to pay to MNS Consulting NIS 46,800, or approximately $14,700. Other than as described in this Offer to Purchase, no material relationship has existed during the past two years, or is mutually understood to be contemplated, between MNS Consulting on one hand and Optibase, Capri and their affiliates, on the other hand.
 
First Evaluation
 
In connection with our first offer, Capri delivered to us its opinion, or first evaluation, dated November 30, 2021, that the offer price, which was $11.20 in our first offer, was fair, from a financial point of view, to the holders of Optibase Shares who are not affiliates of Optibase, together with a financial analysis performed by MNS Consulting in support of its first evaluation.
 
In connection with the first evaluation, MNS Consulting held discussions with certain members of the management of Capri regarding their assessment of the strategic and financial rationale for, and the potential benefits of, the offer and the past and current business operations, financial condition and future prospects of Optibase, and MNS Consulting considered such other factors as it deemed appropriate. See “Section 1 – Background of the Offer; Contacts with Optibase.”
 
6
Second Evaluation
 
In connection with this offer, MNS Consulting considered developments that were subsequent to our first offer, in particular:
 

 •
MNS Consulting considered the financial statements and reports of Optibase as of September 30, 2021, which Optibase filed with the SEC on November 30, 2021 on Form 6-K.


•
Optibase furnished to MNS Consulting updated Property Valuations for its CTN property and its Rümlang property.


•
Optibase recently has sold additional units comprising its Miami property, and the prices of those recent sales imply that the fair value of the property recently has increased.


•
MNS Consulting conducted the conference calls with Mr. Philips and Mr. Ben-Naim of Optibase, disclosed in “Section 1 – Background of the Offer; Contacts with Optibase,” for the purpose of better understanding the updated Property Valuations, the recent sales of Miami units, recent developments regarding properties, discussed below, in which Optibase is a minority holder, the general and administrative expenses of Optibase and the publicly available information concerning Optibase.

On February 14, 2022, in connection with the commencement of this offer, MNS Consulting delivered to us a second evaluation of Optibase. In its second evaluation, MNS Consulting estimated that the fair value of each Optibase Share is $12.64. Our original offer price of $11.60 was $1.04, or approximately 8.2%, less than the fair market value per Optibase Share as estimated by MNS Consulting in its second evaluation.
 
Fairness Opinion

On February 22, 2022, in response to our decision to increase the Offer Price to $12.64, MNS Consulting delivered to us their opinion that the increased Offer Price is fair, from a financial point of view, to the holders of Optibase Shares who are not affiliated with Optibase. The fairness opinion is incorporated by referenced into this Offer to Purchase. We have filed with the SEC, as exhibits to our Schedule TO, copies of the first evaluation, second evaluation and fairness opinion of MNS Consulting, which we refer to collectively as the “evaluations,” together with the financial analysis of MNS Consulting and the Property Valuations. The evaluations, financial analysis, and Property Valuations will be made available for inspection and copying at Capri’s principal executive offices during its regular business hours by any interested holder of Optibase Shares or its representative who has been so designated in writing.
 
The evaluations are subject to the assumptions, limitations, qualifications and other conditions contained therein and necessarily are based on economic, monetary, market and other conditions as of, and the information made available to MNS. The evaluations do not constitute a recommendation to any holder of Optibase Shares as to the offer or any other matter.
 
For purposes of the evaluations, with Capri’s consent, MNS Consulting relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. MNS Consulting did not make an independent valuation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Optibase. MNS Consulting assumed that our offer would be consummated on the terms set forth in this offer to purchase, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to their analysis of Optibase.
 
7
Summary of Financial Analysis
 
In connection with the evaluations MNS Consulting performed a variety of financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by MNS Consulting. The financial analyses undertaken by MNS Consulting have been with respect to a proposed purchase of a minority interest. The transaction premium in a “change of control” transaction might be significantly different.
 
MNS Consulting determined the fair value of Optibase by determining its net asset value. MNS Consulting determined the net asset value of Optibase by using the discounted cash flow method.
 
The principal assets of Optibase consist of three real estate properties in which Optibase is the sole or majority owner:
 

 •
Optibase owns 51% of an office building complex in the outskirts of Geneva, Switzerland known as Centre des Technologies Nouvelles, or CTN complex. The CTN complex includes approximately 34,800 square meters of leasable space and, as of December 31, 2020, it was 92% occupied and generating $12.4 million of annualized rent.


•
Optibase is the sole owner of a commercial building in Rümlang, Switzerland, approximately 15 kilometers from Zurich. The Rümlang property has 12,500 square meters of rentable space with office, laboratory and retail uses and, as of December 31, 2020, it was 88% occupied and generating $2.0 million of annualized rent.


•
Optibase is the sole owner of 22 residential condominium units in Miami, Florida (net of two units which Optibase recently sold). As of December 31, 2020, the Miami units were 54% occupied and generating $0.6 million of annualized rent.

For these three properties, MNS Consulting relied on the Property Valuations, each of which is briefly summarized below:
 
The Property Valuation for the CTN Complex, dated December 31, 2021, was prepared for Optibase by Wuest Partner AG using a discounted cash flow method. Wuest Partners determined the current market value of the CTN Complex as the total of all projected future net income (before interest, taxes, depreciation and amortization) discounted to present-day equivalents, with allowances for opportunities, market conditions and risks. Using this method, Wuest Partner estimated that the present value of projected net income of the CTN Complex, and thus the value of the CTN Complex, in which Optibase holds a 51% interest, was 141.4 million Swiss francs ($152.7 million).
 
8
The Property Valuation for the Rümlang property, dated February 1, 2022, also was prepared for Optibase by Wuest Partner using the same discounted cash flow method as for the CTN Complex. Using this method, Wuest Partner estimated that the present value of projected net income of the Rümlang property, and thus the value of the Rümlang property, was 23.0 million Swiss francs ($24.8 million).
 
The Property Valuation for the Miami condominium units consists of one appraisal report, prepared for Optibase by Florida House Appraisals, for each of the 24 units (of which two were sold subsequent to the date of the reports), using a sales comparison method. For each unit, Florida House Appraisal identified and summarized three recent sales of a comparable unit. Using this method, Florida House Appraisals estimated that the total value of the 24 units was $31.3 million.
 
Optibase also is the minority holder in three additional real estate properties in Illinois, Pennsylvania and Texas:
 

 •
Optibase owns 30% of a commercial building in Chicago, Illinois. MNS Consulting estimated the fair value of this stake by applying a discount rate of 6% to 2020 net operating income. The resulting asset value of the property was significantly less than liabilities on the property.  MNS Consulting therefore estimated the net value of the property as zero.


•
Optibase owns a 22% stake in Two Penn Center Plaza, a commercial building in Philadelphia, Pennsylvania. The principal lender on the property, Wells Fargo Commercial Mortgage Trust 2021-C59, included a valuation for this property in a free writing prospectus that it filed with the SEC on April 14, 2021 (Registration file number 333-226486-19). Based on this valuation, MNS Consulting estimated that the net value of Optibase’s holding in the property is approximately $14.1 million.


•
Optibase owns a 4% stake in Texas Shopping Centers, a portfolio of shopping centers in and around Houston, Dallas, and San Antonio, Texas. Optibase furnished to MNS Consulting the financial statements of Texas Shopping Centers, which state the fair value of the portfolio, of which $5.7 million is attributed to Optibase.

Optibase has deferred tax liabilities (which it generally must pay) and loss carry-forwards (which may reduce its tax liabilities). MNS Consulting considered these deferred taxes and loss carry-forwards as part of its evaluations of Optibase.

9
MNS Consulting also determined, as a liability, the terminal value of the general and administrative expenses of Optibase by applying a discount rate of 4.5% to expenses recorded in 2020 and the first six months of 2021. MNS Consulting estimated the fair value of this liability, net of the associated tax benefit, as $48.2 million, and subtracted this amount as part of its evaluations of Optibase.

MNS Consulting considered the market capitalization of Optibase at various dates during 2021 and 2022 to date and concluded that the market capitalization of Optibase over the duration of this period as a whole was consistent with the net asset value of Optibase as calculated by MNS Consulting.

Based on the foregoing, in its fairness opinion, MNS Consulting stated that the Offer Price of $12.64 per Optibase Share is fair, from a financial point view, to the holders of Optibase Shares who are not affiliated with Optibase.
 
11.          Section 14 of the Offer to Purchase hereby is amended by replacing the second and third paragraphs following the monthly share price table as follows:
 
On February 14, 2022, the last U.S. trading day before we commenced the offer, the last price per Optibase Share reported on Nasdaq was $11.75 and on the TASE was NIS 41.00. The Offer Price, $12.64 per Optibase Share, is approximately 7.6% greater than such last reported price on Nasdaq and approximately 0.6% greater than such last reported price on the TASE.
 
During the six months prior to commencement of the offer, the average closing price of the Optibase Shares reported on Nasdaq was $11.10 and on the TASE was NIS 37.84. The Offer Price, $12.64 per Optibase Share, is approximately 13.9% greater than such six-month average price on Nasdaq and approximately 11.2% greater than such six-month average price on the TASE.
 
12.          Section 18 of the Offer to Purchase hereby is amended by replacing the first paragraph thereof as follows:
 
We estimate that the total amount of funds that we will pay to consummate the offer, including fees and expenses, is approximately $12.1 million.
 
13.          Annex A of the Offer to Purchase hereby is amended by replacing it in its entirety with the fairness opinion of MNS Consulting Ltd., dated February 22, 2022, which is filed as an exhibit to this Amendment and is incorporated by reference into the Offer to Purchase.
 
10
 
Item 12. Exhibits

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

NO.
 
DESCRIPTION




English translation from Hebrew.

11
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 23, 2022

12
EXHIBIT INDEX

NO.
 
DESCRIPTION





















(e)
Not applicable.

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

*
Previously filed.
§
Incorporated by reference to the Tender Offer Statement on Schedule TO filed by the Bidder on December 1, 2021.
English translation from Hebrew.
 
13
Exhibit (a)(5)(B)
 
Note:  The following is an un-official English translation of the Hebrew Cover Page of the Offer to Purchase that was published in Israel pursuant to Israeli law. The original Cover Page, written in Hebrew, is the exclusive legally binding version and the Offeror (as defined below) assumes no liability for any of the statements or representations made in this translation.
 
[FORM OF MIFRAT]
 
Capri Family Foundation (the "Foundation") and Mr. Shlomo (Tom) Wyler (together: the "Offerors")
 
Optibase Ltd. (the "Company")
 
In accordance with the Companies Law, 5759-1999 (the "Companies Law"), and the Securities Law, 5728-1968, and the Securities Regulations (Tender Offer), 5760-2000 the "Tender Offer Regulations"), the following is a
 
Schedule ('MIFRAT') of a Full Tender Offer by the Offerors, of
 
941,942 Ordinary Shares par value NIS 0.65 per share of the Company (the "Shares"), held directly or indirectly by all of the Company's shareholders, except to the Offerors themselves and the Company (who hold shares of its own as treasury shares with no voting or equity rights) (the "Offerees"), in accordance with the provisions of Section 336 of the Companies Law, such that after the purchase the Offerors will hold the full issued and paid-up capital of the Company and the full voting rights in the Company and the Company will become a private company, as detailed below (the "Tender Offer").
 
The Company was incorporated in Israel and its shares are listed on the Tel Aviv Stock Exchange (the "TASE") and on the Nasdaq Global Market in the United States. Therefore, this Tender Offer is subject to both Israeli and U.S. law. In accordance with the exemption granted by the Israeli Securities Authority, this Schedule (with the exception of this cover statement) is identical to the Schedule (Offer to Purchase) that is being published by the Offerors in the United States (the "Schedule") and includes additional details that are not mandated by the Tender Offer Regulations.
 
The shares which the Offerees hold and which are being offered to be purchased in the Tender Offer include 941,942 Shares which constitute, as of July 7, 2021, approximately 18.12% of the voting rights and the issued and paid-up capital of the Company (the "Offerees' Shares"), at the price of US$12.64 per share (subject to any lawful withholding tax) (the "Price per Share"), all in accordance with the terms of the Schedule (the "Tender Offer"). Accordingly, should the Minimum Acceptance Rate (as defined below) be satisfied and the Tender Offer be accepted, then the total offered consideration will be US$11,906,147 (the “Consideration”). If the Minimum Acceptance Rate (as defined below) is satisfied, Shareholders of the Company who hold their shares through a TASE member will be paid by the Israeli Depositary (as defined below) in NIS based on the NIS/United States dollar exchange rate on the Last Date of Acceptance (as defined below), according to which the conversion will be made (from USD to Shekel) of the amount of the Consideration that will be paid to them. As part of the immediate report that will be published regarding the results of the Tender Offer, the Offerors will publish the exchange rate according to which the payment to such Offerees will be calculated.
 
As of the Schedule's date, the Offerors hold 4,256,419 shares of the Company, representing approximately 81.88% of the Company's issued and paid up capital and its voting rights (of which 4,097,201 Shares, representing approximately 78.82% of the Company's issued and paid up capital and its voting rights, are held by the Foundation and 159,218 Shares, representing approximately 3.06% of the Company's issued and paid up capital and its voting rights, are held by Mr. Wyler) and the Company itself holds 17,895 Shares as treasury shares with no voting or equity rights (the "Treasury Shares"). Should the Tender Offer be accepted, then following the consummation of the Tender Offer, the Offerors will own 5,198,361 Shares, representing, as of the above date, all (100%) of the Company’s issued and paid up capital and voting rights. For further details regarding the Shares, see Section 14 of the Schedule.
 
The last date up to which an acceptance notice to the Tender Offer may be delivered, is March 22, 2022, at 17:00 Israel time (the “Last Date of Acceptance”).
 
Shareholders of the Company who hold their Shares through a TASE member and wish to send an acceptance notice to the Tender Offer, shall do so via the TASE member with whom their securities deposits are managed, on an Israeli business day, generally between the hours of 9:00a.m. and 5:00p.m., Israel time, during the offer period. The TASE member will notify Israel Brokerage & Investments, I.B.I. Ltd (the "Israeli Depositary"), at its offices in 9 Ehad Ha'am Street, Tel Aviv 6525101, by 6:00pm Israel time on the Last Date of Acceptance, as specified in Section 11 of the Schedule. Additional contact information regarding the Israeli Depositary appears on the last page of the Schedule.
 
Shareholders of the Company who do not hold their Shares via a TASE member and wish to deliver an acceptance notice to the Tender Offer, shall do so via the U.S. Depositary, as specified in Section 11 of the Schedule.
 
As specified in Section 1 of the Schedule, the results of the Tender Offer shall be determined in consideration of the aggregate number of Shares included in acceptance notices, as specified in Section 11 of the Schedule, to be delivered to the Offerors by the Offerees via the Israeli Depositary and the U.S. Depositary (hereinafter: the "Depositaries").
 
To secure the payment for the Shares tendered pursuant to the Tender Offer, the Israeli Depositary, which is a TASE member, has agreed to guarantee the Offerors’ obligation to pay for the Shares tendered and accepted by the Offerors for payment pursuant to the Tender Offer. To secure this guarantee, the Offerors have deposited cash into an escrow account in an amount sufficient to pay for the number of Shares that they are offering to purchase in the Tender Offer.
 
The Tender Offer according to this Schedule is a full tender offer in accordance with the provisions of Chapter 3 of Part 8 of the Companies Law. Pursuant to Sections 337(a) and (a1) of the Companies Law, the Offerors' undertaking to purchase the Offerees' Shares in accordance with this Schedule is subject to the following conditions: (a) the holdings of the Offerees who did not accept the Tender Offer amount to less than 5% of the Company's issued and paid up capital and more than half of the Offerees who did not have a personal interest in the acceptance of the offer accepted it; or (b) the holdings of the Offerees who did not accept the Tender Offer constitute less than 2% of the Company's issued and paid up capital (the foregoing conditions are hereinafter called: the "Minimum Acceptance Rate").
 
Based on the Company’s issued and paid up capital as of the date of the Tender Offer, the Minimum Acceptance Rate will be satisfied if: (a) the acceptance of the Tender Offer by Offerees who hold collectively 682,024 or more Shares, which together with the Shares held by the Offerors constitute more than 95% of the Company's issued and paid up capital and more than half of the Offerees who have no personal interest in the acceptance of the Tender Offer accepted it; or (b) the acceptance of the Tender Offer by Offerees who hold collectively 837,975 or more Shares, which together with the Shares held by the Offerors constitute more than 98% of the Company's issued and paid up capital.
 
If the Minimum Acceptance Rate is satisfied, then the Offerors shall acquire from the Offerees all of the Shares included in the acceptance notices received. In such case, in accordance with Section 337 of the Companies Law, the Offerors shall acquire, in consideration of the Price per Share, in addition to the Offerees’ Shares for which acceptance notices were received, also the other Offerees’ Shares for which no acceptance notices were given.
 
In accordance with the provisions of Section 337(b) of the Companies Law, if the Minimum Acceptance Rate is not satisfied, the Tender Offer will be canceled, and the acceptance notices given for the Shares will not be accepted. In such case, and subject to applicable law, the Offerors reserve the right to purchase additional Shares in the future in any other manner, including through a new tender offer, trading on the TASE and/or a private transaction.
 
In accordance with Section 338(c) of the Companies Law, the Offerors hereby give notice that an Offeree who gave an acceptance notice to the Tender Offer, pursuant to Section 337(a) or (a1) of the Companies law, shall not have an appraisal right pursuant to Section 338 of the Companies Law.
 
2
As more fully set forth in Section 19 of the Schedule, if any circumstances occur of which the Company did not know, or could not have known, causing the terms of the Tender Offer to become materially different from the terms which a reasonable offeror would have proposed had it known of such circumstances as of the Schedule date, the Company shall be entitled to withdraw the Tender Offer, until the Last Date of Acceptance (as defined above), and shall report the withdrawal of the Tender Offer to the ISA and to the TASE, and shall, within one business day, publish a notice on the withdrawal from the Tender Offer and the circumstances thereof in two daily newspapers having a mass circulation and published in Israel in Hebrew.
 
In accordance with Section 336 of the Companies Law, the Tender Offer is a full tender offer addressed to all the Offerees, and the Offerees may give notice of their acceptance of the Tender Offer, as specified in Section 11 of the Schedule. If the Tender Offer is accepted and the Minimum Acceptance Rate is satisfied, then the Offerors shall purchase all of the Offerees' Shares, the Company will become a private company pursuant to Section 339 of the Companies Law and the Offerors will act in accordance with the TASE's regulations, rules and instructions, in order to delist the Shares from the TASE. According to Part 4 of the TASE's regulations, the TASE's chief executive officer or the person who he authorizes, will decide on the delisting of the Company's Shares if a full tender offer is accepted pursuant to Section 337 of the Companies Law. The Shares will be delisted shortly after the TASE receives a notice that a full tender was accepted.
 
Schedule Date: February 15, 2022
 
3
Exhibit (a)(5)(E)

The Capri Family Foundation Files Updated Fairness Opinion, Extends Expiration Date of its
Tender Offer for Shares of Optibase Ltd. (Nasdaq: OBAS)
 
Tel Aviv, Israel, February 23, 2022 – The Capri Family Foundation (“Capri”) announced today that it had received an updated fairness opinion of its financial advisor, MNS Consulting Ltd. (“MNS Consulting”), in connection with its tender offer to purchase 941,942 ordinary shares of Optibase Ltd. (“Optibase”) (Nasdaq and TASE: OBAS).  Capri commenced the tender offer on February 15, 2022 and increased its offer price, to $12.64 per share, on February 18, 2022.

In the fairness opinion, MNS Consulting stated that, subject to terms and conditions set out therein, the increased offer price, $12.64 per share, is fair, from a financial point of view, to the holders of Optibase shares who are not affiliated with Optibase.
  
Capri also announced that it had extended the expiration date of the tender offer to 10:00 a.m., New York time (5:00 p.m. Israel time), on March 22, 2022, unless further 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 is amending the Schedule TO today to add the updated fairness opinion of MNS Consulting as an exhibit and to update other matters that relate to the increased offer price and the new expiration date. 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 is only being 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 (c)(7)
 
Expert Opinion in the matter of:
 
 
The Capri Family Foundation
Fair offer price to the unaffiliated holders of
Optibase Ltd.
 
 
Fairness opinion was written by
 
Sharon Zaworbach
 
February 22, 2022

1.
We (MSN Consulting Ltd.) have been asked by The Capri Family Foundation (the “Client”) to provide an opinion on the fairness, from a financial point of view, to the unaffiliated holders of the outstanding ordinary shares (the “Shares” or “OBAS Shares”) of Optibase Ltd. (the “Company”) of the Offer Price to be received by such holders in the Tender Offer (as those terms are defined below)(the “Fairness Opinion”). The Tender Offer is for all of the Shares not held by the Client or members of its bidder group (the “Tender Offer”), pursuant to which the Client will pay, in cash, $12.64 per Share (the “Offer Price”).
 
2.
We were asked to present our opinion solely regarding financial aspects of the Tender Offer. Our economic assessment intends to reflect in a fair and reasonable manner a given situation, based on known data and in respect to the basic assumptions.
 
3.
The date of initial contact between the Client and ourselves was June 30, 2021.
 
4.
We conducted an evaluation on November 30, 2020 (the “Initial Evaluation”) in relation to the Client’s first tender offer for OBAS Shares, which it commenced on December 1, 2020.
 
5.
In connection with the Client’s current Tender Offer, which it commenced on February 15, 2022, we updated the evaluation (the “Updated Evaluation”).
 
6.
The Updated Evaluation was presented to the Client on February 14, 2022 and relies on Optibase’s financial statements as of September 31, 2021.
 
7.
This document includes a specification of the methodology which was used in the Updated Evaluation. However, the specification does not include the complete details of the procedures which we implemented in its structuring.
 
8.
The methodology used in the preparation of the Updated Evaluation is similar to that which was used in the preparation of the Initial Evaluation. In the framework of the Updated Evaluation, we determined the fair value of the Company using a net asset value methodology and by adjusting the values of items on the Company's balance sheet to their fair values. Among other things, we used appraisals, recent sale prices of assets, or discounted cash flow methodology in relation to the value of the Company's assets and regarding the fair value of the Company’s loans.
 
9.
The Updated Evaluation incorporates the latest information from the following sources:
 

 •
The Company’s latest financial reports and statements as of September 30, 2021
 

 •
Two third-party appraisals published of the assets in Chemin des Aulx, Switzerland, and Rümlang, Switzerland
 

 •
Actual sale prices of units in the asset in Miami, Florida
 

 •
Conversations with the management of the Company
 

 •
Historical data regarding market prices
 

 •
Public reports on the Company from the ‘TASE’
 

 •
Public information and data including the general background of the Company along with its sectors of activity
 
In our expert opinion, based on all the above and in accordance with the procedures to be applied as specified above:
 
The Offer Price is fair to the unaffiliated holders of OBAS Shares from a financial point of view.
 

 
/s/ Sharon Zaworbach
 Sharon Zaworbach, CEO
 MNS Consulting Ltd.
 

Terms and Conditions
 
•
This Fairness Opinion is directed to the Client in connection with the Tender Offer and is not a recommendation to, and does not substitute independent judgment to be carried out by, any holder of Shares regarding the Tender Offer. Without derogating from the above, this Fairness Opinion shall not be quoted or used for any other purpose without the prior written consent of MNS Consulting Ltd. (“MNS”), except that this Fairness Opinion may be reproduced in full in, and reference to this Fairness Opinion, and to MNS and its relationship to the Client, may be included in, any tender offer materials or other materials relating to the Tender Offer that the Client files with the U.S. Securities and Exchange Commission or otherwise as required by law.
 
•
In composition of this Updated Evaluation, we have relied on the sources listed above. We have relied on additional sources that, according to our personal long-term experience, we consider reliable. However, we have not independently investigated such sources and information, and therefore do not express our opinion regarding the authenticity, completeness, and/or the accuracy of the aforementioned data. Furthermore, we have not reviewed the aforementioned additional sources’ data and thus cannot speak to the authenticity, integrity, and/or accuracy of the data.
 
•
An economic evaluation should reasonably reflect a given situation at a specific time, based on known data. It should be noted that the Updated Evaluation relies on forward-looking assumptions and, as such, has no certainty regarding their realization. The information upon which we have relied may change or be affected by various factors which cannot be foreseen or controlled. The information on which we have relied on may differ substantially, in various manners, in light of any additional material, information, and/or event that shall or may be obtained or in light of events that shall or may occur after the preparation of the Updated Evaluation.
 
•
This Fairness Opinion does not constitute a due diligence report and does not pretend in any form or manner to include any information, examinations, and conclusions provided by a due diligence report.
 
•
It should be emphasized that this Fairness Opinion does not constitute as legal advice or a legal opinion, nor as advice regarding investments in the Company's securities. Additionally, this Fairness Opinion does not take into consideration taxation aspects of the potential transactions.
 

•
MNS, its shareholders, senior management, and officers hereby declare that they have no conflict of interest regarding the Fairness Opinion. They have no personal connections to the Company, its shareholders, its board of directors and officers and any of the Company’s subsidiaries, nor have previously been employed by or hold any securities associated with any of the aforementioned.
 
•
The remunerations received for the Fairness Opinion have been pre-determined between the Client and MNS and are not dependent on the results and/or recommendations provided in the Fairness Opinion.
 
•
MNS shall bear no liability for any damages or financial loss that may occur to any person or company due to any flaw in the information on which we have relied, or arising from any failure to furnish us with other information that may be relevant to our Updated Evaluation. In addition, and without derogating from the generality of the above, our limitation of liability for damages of any kind, other than damage caused due to our action in gross negligence and/or malice, is limited to up to three times the remunerations paid by the Client for this Fairness Opinion (the “Cap of Liability”). MNS shall not pay any compensation in excess of the Cap of Liability. The Client shall indemnify and/or reimburse MNS in any event in which MNS shall be required to pay an amount in excess of the Cap of Liability. In addition, the Client is obligated to indemnify MNS for reasonable expenses that will be incurred or be required to be paid for legal representation, legal advice, professional advice, defense against legal proceedings, negotiations, etc. The aforementioned indemnification obligation shall not apply if MNS acted, with respect to the services provided in the preparation of this document, in malice or in gross negligence.