Optibase Announces Amendment to Its Partial Cash Tender Offer for Scopus Shares

Optibase Ltd. (NASDAQ: OBAS) announced today that it has filed with the Securities and Exchange Commission an amendment to its Tender Offer Statement in connection with the offer to purchase approximately 5% of the outstanding 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. The amendment updates the total number of Scopus ordinary shares Optibase seeks to purchase.

Under Israeli law governing special tender offers, Optibase must tender for shares representing no less than 5% of the voting power in Scopus. Accordingly, as a result of a recent increase in the total number of outstanding ordinary shares of Scopus, Optibase is increasing the number of ordinary shares it is offering to purchase to 690,000 (representing approximately 5% of Scopus’ outstanding shares, based on 13,619,627 ordinary shares of Scopus outstanding as of July 10, 2007).

Accordingly, the tender offer is conditioned upon: (1) at least 690,000 ordinary shares, representing at least 5% of the voting power in Scopus, being validly tendered and not withdrawn prior to the completion of the initial offer period, (2) as required by Israeli law, since the consummation of the offer would result in Optibase beneficially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than 25% of the voting power in Scopus, the aggregate number of shares validly tendered in the offer and not properly withdrawn must be greater than the number of shares represented by notices of objection to the offer (excluding Scopus shares held by Optibase and certain affiliates of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.

If more than 690,000 Scopus shares are validly tendered and not properly withdrawn, Optibase will purchase a pro rata number of Scopus shares from all tendering shareholders, so that Optibase would purchase no more than 690,000 Scopus shares.

Optibase currently beneficially owns 3,035,223 ordinary shares of Scopus, representing approximately 22.3% of Scopus’ outstanding shares (based on 13,619,627 ordinary shares of Scopus outstanding as of July 10, 2007), and, following the consummation of the tender offer, would own approximately 27.4% of Scopus’ outstanding shares.
As previously disclosed, 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% 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.
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 (as amended) previously filed by Optibase with the Securities and Exchange Commission.