The Capri Family Foundation made an offer to acquire an additional 18.4% stake in Optibase Ltd. (NasdaqGM:OBAS) from Rouven Schwarz and other shareholders for $10.8 million on December 1, 2021. The Capri Family Foundation will acquire 0.96 million shares at $11.2 per share net in cash without interest. Prior to the transaction, The Capri Family Foundation owns 4.1 million shares amounting to 78.6% stake and Shlomo (Tom) Wyler owns 0.16 million shares amounting to 3.1% stake. The transaction shall be funded through cash on hand and an existing loan facility of $10.8 million secured from Credit Suisse (Switzerland) Ltd.

The offer is subject to a minimum condition that prior to the expiration of the offer, either 0.7 million or more Optibase Shares shall have been validly tendered, and not validly withdrawn, and the majority of those Optibase Shares shall have been tendered by offerees who do not have a “personal interest,” within the meaning of the Israeli Companies Law and as described below, in the offer; or 0.9 million or more Optibase Shares shall have been validly tendered, and not validly withdrawn. If the minimum condition is satisfied and the bidder group purchases all tendered shares, then by operation of the Israeli Companies Law, without further action by any person, bidder group automatically thereby will acquire the Optibase Shares held by any persons who did not tender into the offer and will be obligated to pay the offer price to those holders. The minimum condition will not be waived. The offer is subject to customary additional conditions but not conditional upon availability of financing or the approval of Board of Directors of Optibase. If the offer is consummated, Optibase will cease to be traded on Nasdaq and on the TASE. The offer will expire on December 30, 2021.

Boaz Noiman and Sharon Rosen of FISCHER (FBC & Co.) and Andris Vizbaras of Carter Ledyard & Milburn LLP acted as the legal advisors to Optibase. Israel Brokerage & Investments - I.B.I. Ltd acted as the Israeli Depositary and American Stock Transfer & Trust Company acted as the U.S. Depositary to Optibase. Sharon Zaworbach of MNS Consulting acted as the financial advisor and delivered a fairness opinion to Capri. MNS Consulting will receive ILS 0.11 million for its financial advisory services. D.F. KING & CO., INC. acted as the information agent to Optibase Ltd and will receive a fee of $0.04 million for its services. Naschitz Brandes Amir acted as the legal advisor to the special committee of Optibase. Optibase. Israel Brokerage & Investments and American Stock Transfer & Trust Company will be paid $0.08 million for their services. A legal fees of $0.16 million will be paid.

The Capri Family Foundation cancelled the acquisition of an additional 18.4% stake in Optibase Ltd. (NasdaqGM:OBAS) from Rouven Schwarz and other shareholders on December 30, 2021. Capri was advised by the depositaries for the offer that, as of the expiration date of the tender offer, a total of 689,926 Optibase shares had been validly tendered, and not withdrawn. The offer included a minimum condition that at least 699,025 Optibase shares be validly tendered and not withdrawn. Since the minimum condition of the offer was not met and therefore none of the tendered shares were accepted.