TEL AVIV, Israel, December 29, 2016 /PRNewswire/ --
Metalink Ltd. (OTCQB: MTLK), today
announced that it is commencing its previously-announced self
tender offer to purchase up to 1,945,000 of its ordinary shares for
$1.50 per share (up to approximately
$2.92 million in the aggregate), net
to the seller in cash, less any required withholding taxes and
without interest.
The number of shares sought in the tender offer represents
approximately 72.3% of the Company's shares currently outstanding.
On December 28, 2016, the last
trading day before commencement of the offer, the closing sale
price of the ordinary shares as reported on the OTCQB was
$1.20.
Participation in the tender offer by shareholders is voluntary.
If Company shareholders tender more than 1,945,000 shares, the
maximum number of shares sought in the offer, the Company will
purchase shares from all shareholders who properly tendered shares,
on a pro rata basis based on the aggregate number of shares
tendered.
The initial period of the tender offer and withdrawal rights are
scheduled to expire at 5:00 p.m.,
New York time, or 12:00 midnight,
Israel time, on Monday, January 30, 2017, unless the initial
period is extended by Metalink. As required by Israeli law, if the
conditions to the offer have been satisfied as of the completion of
the initial offer period, Metalink 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) at least 134,543
ordinary shares, representing 5.0% of Metalink's voting power,
being validly tendered and not withdrawn prior to the completion of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, and (3)
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.
Each of Uzi Rozenberg, the
Chairman of Metalink's Board of Directors, who beneficially owns
approximately 17.75% of the issued and outstanding ordinary shares,
and Tzvi Shukhman, a member of
Metalink's Board of Directors, who beneficially owns approximately
24.76% of the issued and outstanding shares, have informed Metalink
that they intend to tender all of their shares and that, in any
event, will tender at least such number of their shares in the
offer in a manner that will not result in them holding more than
25% of our ordinary shares following the offer.
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).
American Stock Transfer & Trust Company, LLC is the
Depositary for the offer and D.F.
King & Co., Inc. serves as the Information Agent for the
offer.
Important Notice and Information
IMPORTANT DISCLOSURE RELATING TO TAX CONSIDERATIONS APPLICABLE
TO METALINK'S SELF TENDER OFFER, INCLUDING A DESCRIPTION OF AN
APPROVAL OBTAINED FROM THE ISRAELI TAX AUTHORITY THAT IMPACTS THE
WITHHOLDING TAX RATES APPLICABLE THERETO, IS INCLUDED IN THE OFFER
TO PURCHASE. SHAREHOLDERS ARE URGED TO REVIEW THIS DISCLOSURE
CAREFULLY AND TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX
CONSEQUENCES TO THEM OF TENDERING SHARES IN THE TENDER OFFER.
This is not an offer to buy or the solicitation of an offer
to sell any ordinary shares. 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 should read the tender offer materials, which are
being filed today by Metalink with the SEC.
Shareholders should read the tender offer materials because they
contain important information about the 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 will
also be made available without charge to all shareholders by
contacting D.F. King &
Co., Inc., the information agent for the tender offer,
toll free at (888) 548-6498 (or, for banks
and brokers, call collect at (212) 493-3910). Shareholders
are urged to read these materials carefully before making any
decision with respect to the tender offer.
ABOUT METALINK
Metalink shares are quoted on OTCQB under the symbol "MTLK". For
more information, please see our public filings at the SEC's
website at http://www.sec.gov .
SAFE HARBOR STATEMENT
This press release contains "forward looking statements" within the
meaning of the United States
securities laws. Words such as "aim," "expect," "estimate,"
"project," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believe," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. Because such statements deal with
future events, they are subject to various risks and uncertainties
that could cause actual results to differ materially from those in
the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the
distribution plan of the Company, the amount of cash that will be
returned to shareholders, the terms and timing of the offer,
uncertainty as to the Company's plan of operations and who will be
our principal or controlling shareholders following completion of
the offer, changes in general economic and business conditions,
changes in currency exchange rates and interest rates and other
risks and matters set forth from time to time in Metalink's filings
with the Securities and Exchange Commission, including Metalink's
last Annual Report on Form 20-F. Readers are cautioned not to place
undue reliance on forward-looking statements. Except as required by
applicable law, the Company undertakes no obligation to republish
or revise forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrences
of unanticipated events. The Company cannot guarantee future
results, events, and levels of activity, performance, or
achievements.
Contact:
Shay Evron, Acting CEO & CFO
Metalink Ltd.
Tel: +972-3-7111690
Fax: +972-3-7111691
Shay.Evron@il.gt.com
SOURCE Metalink Ltd.