Optibase Commences Partial Cash Tender Offer for Scopus Video Networks Ltd.
Optibase Ltd. (NASDAQ: OBAS) announced today that it has commenced a tender offer to purchase an aggregate of 678,000 ordinary shares of Scopus Video Networks Ltd. (NASDAQ: SCOP) for a price of $5.25 per share in cash, less any required withholding taxes and without interest. Optibase currently beneficially owns 3,035,223 ordinary shares of Scopus, representing approximately 22.5% of Scopusí outstanding shares, and, following the consummation of the tender offer, would own approximately 27.6% of Scopusí outstanding shares.
The initial period of the tender offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York time on Monday, August 6, 2007, unless the initial offer period is extended by Optibase. If prior to the completion of the initial offer period, all the conditions to the offer are satisfied or, subject to applicable law, waived by us, the consummation of the offer would result in Optibase being the beneficial owner of Scopus shares representing more than 25.0% of the voting power in Scopus. As required by Israeli law, Optibase will then 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.
As more fully described in the Offer to Purchase relating to the tender offer, the tender offer is conditioned upon: (1) at least 678,000 ordinary shares, representing at least 5.0% of the voting power in Scopus, being validly tendered and not withdrawn prior to the completion of the initial offer period, (2) as required by Israeli law, since the consummation of the offer would result in Optibase beneficially owning Scopus shares representing more than 25.0% of the voting power in Scopus, the aggregate number of shares validly tendered in the offer and not properly withdrawn must be greater than the number of shares represented by notices of objection to the offer (excluding Scopus shares held by Optibase and certain affiliates of Scopus or Optibase), and (3) certain other conditions specified in the Offer to Purchase. The tender offer is not conditioned on the receipt of financing or the approval of the board of directors of Scopus.
On July 5, 2007, the last trading day before commencement of the offer, the closing sale price of the Scopus shares was $4.96 on Nasdaq.
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 Securities and Exchange Commission. Computershare Trust Company N.A. is the depositary for the offer.
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