With copies to:
|
Sharon Amir, Adv.
Tuvia Geffen, Adv. Idan Lidor, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street Tel-Aviv 6789717, Israel Telephone: +972-3-623-5000
|
|
Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY 10005
Telephone: (212) 238-8698 |
CALCULATION OF FILING FEE
|
||
Transaction Valuation*
$25,573,636 |
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Amount of Filing Fee**
$3,320 |
*
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For purposes of calculating the filing fee only, this amount is based on the offer to purchase 8,669,029 ordinary shares of Magal Security Systems Ltd. at a purchase price of $2.95 cash per share.
|
||
**
|
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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 2020 issued by the Securities and Exchange Commission, by multiplying the
transaction valuation by 0.0001298.
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☐
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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.
|
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Amount Previously Paid: None.
Form or Registration No.: Not Applicable. |
Filing Party: Not Applicable.
Date Filed: Not Applicable. |
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
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☒ |
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third-party tender offer subject to Rule 14d-1
|
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☐ |
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issuer tender offer subject to Rule 13e-4
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☐ |
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going-private transaction subject to Rule 13e-3
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☐ |
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amendment to Schedule 13D under Rule 13d-2
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NO.
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DESCRIPTION
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(a)(1)(A)
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Offer to Purchase dated May 22, 2020.
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(a)(1)(B)
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Letter of Transmittal.
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(a)(1)(C)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Notice of Objection.
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(a)(1)(F)
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Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
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(a)(5)(A)
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Text of Press Release issued by the Bidder on May 22, 2020.
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(a)(5)(B)
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Summary Advertisement published on May 22, 2020.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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FIMI OPPORTUNITY V, L.P.
By: FIMI FIVE 2012 LTD., its general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP
By: FIMI FIVE 2012 LTD., its general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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FIMI FIVE 2012 LTD.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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SHIRA AND ISHAY DAVIDI MANAGEMENT LTD.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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/s/ Ishay Davidi
Ishay Davidi
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NO.
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DESCRIPTION
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, ON JUNE 22, 2020, UNLESS THE OFFER IS EXTENDED.
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(I)
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AT LEAST 1,200,000 MAGAL SHARES (CURRENTLY REPRESENTING APPROXIMATELY 5.2% OF THE ISSUED AND OUTSTANDING SHARES AND VOTING POWER OF MAGAL), ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE
COMPLETION OF THE INITIAL OFFER PERIOD (AS DEFINED BELOW);
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(II)
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IN ACCORDANCE WITH ISRAELI LAW, AT THE COMPLETION OF THE INITIAL OFFER PERIOD, THE AGGREGATE NUMBER OF MAGAL SHARES VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IS GREATER THAN THE AGGREGATE NUMBER OF MAGAL
SHARES REPRESENTED BY NOTICES OF OBJECTION TO THE CONSUMMATION OF THE OFFER; AND
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(III)
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THE ISRAEL COMPETITION AUTHORITY SHALL HAVE APPROVED THE PURCHASE OF THE MAGAL SHARES PURSUANT TO THIS OFFER TO PURCHASE.
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•
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you have not yet responded to the offer,
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•
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you have notified us of your objection to the offer, or
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•
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you have validly tendered such Magal Share but have properly withdrawn your tender during the Initial Offer Period,
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SUMMARY TERM SHEET
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1
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INTRODUCTION
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6
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FORWARD-LOOKING STATEMENTS
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8
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BACKGROUND TO THE OFFER
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9
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Background
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9
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Purpose of the Offer; Reasons for the Offer
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9
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Plans for Magal after the Offer; Certain Effects of the Offer
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10
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Rights of Shareholders Who Do Not Accept the Offer
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11
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Interest of Persons in the Offer
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11
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Related Party Transactions
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11
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THE TENDER OFFER
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12
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1. TERMS OF THE OFFER; PRORATION; EXPIRATION DATE
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12
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2. ACCEPTANCE FOR PAYMENT AND PAYMENT
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14
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3. PROCEDURES FOR TENDERING SHARES OR NOTIFYING US OF YOUR OBJECTION TO THE OFFER
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15
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4. WITHDRAWAL RIGHTS
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17
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5. MATERIAL U.S. FEDERAL INCOME TAX AND ISRAELI INCOME TAX CONSEQUENCES
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18
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6. PRICE RANGE OF THE SHARES ETC.
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22
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7. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT
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23
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8. INFORMATION CONCERNING MAGAL
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24
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9. INFORMATION CONCERNING THE BIDDER GROUP
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25
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10. SOURCES AND AMOUNT OF FUNDS
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26
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11. CONDITIONS OF THE OFFER
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26
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12. LEGAL MATTERS AND REGULATORY APPROVALS
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28
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13. FEES AND EXPENSES
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28
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14. MISCELLANEOUS
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29
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ANNEX A Excerpt of Section 331 of the Israeli Companies Law, 5759-1999
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30
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ANNEX B Definition of Israeli Resident for Israeli Tax Purposes
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31
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SCHEDULE I
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32
|
•
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We, FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership, are limited partnerships that are part of a group of private equity funds known as the FIMI Funds. The FIMI Funds
invest in companies that are predominantly located in Israel or that have significant ties or relations to Israel.
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•
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We are controlled by our general partner FIMI Five 2012 Ltd., a private company limited by shares, the managing general partner of FIMI, and an entity in a chain of ownership that leads up to Mr. Ishay
Davidi, the founder of the FIMI Funds. This chain of entities consists, in addition to FIMI Five 2012 Ltd., of Shira & Ishay Davidi Management Ltd. See Section 9. Because FIMI
Five 2012 Ltd., Shira & Ishay Davidi Management Ltd. and Ishay Davidi control us and helped to structure our offer, our offer may be deemed to be made on behalf of these
controlling persons, and in this offer to purchase we refer to them and us collectively as our “bidder group.”
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•
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Subject to certain conditions, we are offering to purchase 8,669,029 Magal Shares, representing approximately 37.4% of the issued and outstanding Magal Shares and of the voting power of Magal. See
Section 1.
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•
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If more than 8,669,029 shares are validly tendered and not properly withdrawn, we will purchase 8,669,029 shares on a pro rata basis from all shareholders who have validly tendered their shares in the
Initial Offer Period and the Additional Offer Period and have not properly withdrawn their shares before the completion of the Initial Offer Period. The number of shares that we will purchase from each tendering shareholder will be
based on the total number of shares validly tendered by all shareholders in the Initial Offer Period and the Additional Offer Period and not properly withdrawn before the completion of the Initial Offer Period. You may only withdraw
previously tendered shares prior to the completion of the Initial Offer Period. See Section 1 and Section 4.
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•
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If less than 8,669,029 shares are validly tendered, but at least 1,200,000 shares are validly tendered and not properly withdrawn, we will purchase shares from all shareholders who have validly tendered
their shares in the Initial Offer Period and the Additional Offer Period and have not properly withdrawn their shares before the completion of the Initial Offer Period. You may only withdraw previously tendered shares prior to the
completion of the Initial Offer Period. See Section 1 and Section 4.
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•
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We are offering to pay $2.95 per Magal Share, net to you (subject to withholding taxes, as applicable), in cash, without interest. All shareholders tendering their Magal Shares in the offer will be paid
solely in United States dollars. See “Introduction”, Section 1 and Section 2, and, with respect to withholding taxes, Section 5.
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•
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We currently beneficially own 9,854,159 Magal Shares, representing approximately 42.6% of the issued and outstanding Magal Shares.
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•
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Following the consummation of the offer, (i) if we purchase the maximum number of shares we offer to purchase hereunder, we will beneficially own 18,523,188 Magal Shares, representing approximately 80.0%
of the issued and outstanding Magal Shares, and (ii) if we purchase the minimum number of shares we offer to purchase hereunder, we will beneficially own 11,054,159 Magal Shares, representing approximately 47.8% of the issued and
outstanding Magal Shares.
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•
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On May 21, 2020, the last trading day before we announced our intention to commence the offer, the closing sale price of the Magal Shares on Nasdaq was $3.00. The price we are offering to pay is less than
the closing price of Magal Shares on Nasdaq on May 21, 2020. We recommend that you obtain a recent quotation for your Magal Shares prior to deciding whether or not to tender your Magal Shares. See Section 6.
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•
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Yes. We possess all of the necessary funds to consummate the offer from cash on hand. The offer is not conditioned on the availability of financing.
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•
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We do not believe that our financial statements are material to your decision whether to tender Magal Shares and accept the offer because: (i) the offer consideration consists solely of cash; (ii) the
offer is not subject to any financing condition; and (iii) we are already a controlling shareholder of Magal. While we do not believe that our financial condition is material to the decision of a holder of Magal Shares whether to
tender Magal Shares and accept the offer, certain selected financial information of FIMI is provided in Section 10.
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•
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Yes. Pursuant to Israeli law, you may object to the offer. If you want to notify us of your objection to the offer you must complete and sign the accompanying Notice of Objection and deliver it prior to
the completion of the Initial Offer Period on June 22, 2020 (as may be extended) by following the applicable procedures and instructions described in Section 3. Under Israeli law, since following the consummation of the offer we will
be beneficial owners of more than 45.0% of the voting power of Magal, the aggregate number of Magal Shares validly tendered pursuant to the offer and not properly withdrawn at the completion of the Initial Offer Period must exceed the
aggregate number of Magal Shares represented by Notices of Objection to the offer. This is one of the conditions of the offer, and if it is not met, we will be prohibited from purchasing any Magal Shares tendered pursuant to the
offer.
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•
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At least 1,200,000 Magal Shares (currently representing 5.2% of the issued and outstanding shares and voting power of Magal), must be validly tendered and not properly withdrawn prior to the completion
of the Initial Offer Period;
|
•
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At the completion of the Initial Offer Period, the aggregate number of Magal Shares validly tendered pursuant to the offer and not properly withdrawn (excluding Magal Shares held by us or our affiliates -
see “Rights of Shareholders Who Do Not Accept the Offer”) must be greater than the aggregate number of Magal Shares represented by Notices of Objection to the offer; and
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•
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The Competition Authority of the State of Israel shall have approved the purchase of the Magal Shares pursuant to this offer.
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•
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If any condition is not satisfied, we may elect not to purchase, or may be prohibited from purchasing, any Magal Shares tendered pursuant to the offer, or, subject to applicable law, we may waive such
conditions. See “Introduction”, Section 1 and Section 11.
|
•
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You may tender your Magal Shares until 10:00 a.m., New York time, on June 22, 2020 (as may be extended). We refer to this period, as may be extended, as the Initial Offer Period, and the date of
completion of the Initial Offer Period is referred to as the Initial Completion Date.
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•
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We will publicly announce in accordance with applicable law, and in any event issue a press release by 9:00 a.m., New York time, on the U.S. business day following the Initial Completion Date, stating
whether or not the conditions of the offer have been satisfied or, subject to applicable law, waived by us. As required by Israeli law, if the conditions of the offer are satisfied or, subject to applicable law, waived by us, then if,
with respect to each Magal Share owned by you,
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•
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you have not yet responded to the offer,
|
•
|
you have notified us of your objection to the offer, or
|
•
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you have validly tendered such Magal Share but have properly withdrawn your tender during the Initial Offer Period,
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•
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All holders of Magal Shares should tender their Magal Shares to the Depositary by following the applicable procedures and instructions described in Section 3.
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•
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No. You may only tender your Magal Shares by following the applicable procedures and instructions described in Section 3.
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•
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You may withdraw any previously tendered Magal Shares at any time prior to the completion of the Initial Offer Period, but not during the Additional Offer Period. In addition, under U.S. law, tendered
Magal Shares may be withdrawn at any time after 60 days from the date of the commencement of the offer if the Magal Shares have not yet been accepted for payment by us. See Section 1 and Section 4.
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•
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All of the Magal Shares validly tendered pursuant to the offer and not properly withdrawn will be paid for following the Final Expiration Date, subject to proration. We expect to make such payment,
including in the event that proration of tendered Magal Shares is required, within four U.S. business days following the Final Expiration Date. See Section 1, Section 2 and Section 11.
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•
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We have the right, in our sole discretion, to extend the Initial Offer Period, subject to applicable law. In addition, in certain circumstances, we may be required by law to extend the Initial Offer
Period. See Section 1.
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•
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If we decide to extend the Initial Offer Period, we will inform the Depositary and the Information Agent of that fact. We will also publicly announce the new Initial Completion Date in accordance with
applicable law, and in any event issue a press release to this effect no later than 9:00 a.m., New York time, on the first U.S. business day following the day on which we decide to extend the Initial Offer Period. See Section 1.
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•
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Under applicable U.S. law, no later than ten U.S. business days from the date of this offer to purchase, Magal is required to publish, send or give to you a statement disclosing that it either recommends
acceptance or rejection of the offer, expresses no opinion and remains neutral toward the offer, or is unable to take a position with respect to the offer.
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•
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Under Israeli law, Magal’s board of directors is required to express its opinion to the shareholders on the advisability of the offer. Magal’s board of directors may refrain from expressing an opinion if
it cannot do so, as long as it gives the reasons for not providing an opinion.
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•
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FIMI’s beneficial ownership of approximately 42.6% of the issued and outstanding Magal Shares as of May 21, 2020 is deemed to exert control over Magal.
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•
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FIMI has invested, and in the future may invest, in other companies that operate in the same industry as, and may compete with, Magal.
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•
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Gillon Beck, a senior partner in FIMI, serves as a director and an Executive Chairman of Magal’s board of directors. Gillon Beck is also a member of the board of directors of FIMI Five 2012 Ltd. Ron
Ben-Haim, a partner in FIMI, is also a member of Magal’s board of directors. Messrs. Beck and Ben-Haim do not control FIMI.
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•
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The receipt of cash for Magal Shares accepted for payment by us from tendering shareholders who are “United States persons” for United States federal income tax purposes will be treated as a taxable
transaction for United States federal income tax purposes.
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•
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The receipt of cash for Magal Shares accepted for payment by us from tendering shareholders generally will be a taxable transaction for Israeli income tax purposes for both Israeli residents and non-Israeli
residents, unless a specific exemption is available or a tax treaty between Israel and the shareholder’s country of residence provides otherwise.
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•
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We have obtained an approval from the Israeli Tax Authority with respect to the Israeli withholding tax rates applicable to shareholders as a result of the sale of Magal Shares pursuant to the offer. The
approval provides, among other things, that (1) tendering shareholders who acquired their Magal Shares after Magal’s initial public offering on Nasdaq in 1993 and who certify that they are not, and at the date of purchase of their
Shares were not Israeli residents (and, in the case of a corporation, that no Israeli residents (x) hold 25.0% or more of the means to control such corporation or (y) are the beneficiaries of, or are entitled to, 25.0% or more of the
revenues or profits of such corporation, whether directly or indirectly), will not be subject to Israeli withholding tax, and (2) payments to be made to tendering shareholders who acquired their Magal Shares after Magal’s initial public
offering on Nasdaq in 1993 and who hold their Magal Shares through an Israeli broker or Israeli financial institution will be made by us without any Israeli withholding at source, and the relevant Israeli broker or Israeli financial
institution will withhold Israeli tax, if any, as required by Israeli law. The approval does not address shareholders who are not described in clauses (1) and (2) above, and therefore they will be subject to Israeli withholding tax at
the applicable rate of the gross proceeds payable to them pursuant to the offer as prescribed by Israeli tax law.
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•
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We recommend that you seek professional advice from your own advisors concerning the tax consequences applicable to your particular situation. See Section 5.
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•
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No. Magal Shares will continue to trade on Nasdaq following completion of the offer. See Section 7.
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•
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You can call D.F. King & Co., Inc., our Information Agent in the United States, at (212) 269-5550 (banks and brokers) or Toll Free at (800) 814-2879, during its normal business hours. See the back
cover of this offer to purchase.
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•
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statements regarding the public float of Magal Shares following consummation of the offer;
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•
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statements regarding whether the Magal Shares will continue to be “margin securities” following consummation of the offer;
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•
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statements regarding whether the Magal Shares will continue to be traded on Nasdaq or registered under the United States Securities Exchange Act of 1934, as amended, following consummation of the offer;
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•
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statements regarding the plans, objectives or expectations regarding the future operations or status of us or Magal; and
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•
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any statement of assumptions underlying any of the foregoing.
|
•
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changes in domestic and foreign economic and market conditions;
|
•
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changes in the ownership of Magal Shares, particularly any substantial accumulations by persons who are not affiliated with us;
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•
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uncertainty as to the completion of the offer; and
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•
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the risk factors detailed in Magal’s most recent annual report on Form 20-F and its other filings with the SEC.
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•
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an extraordinary corporate transaction, merger, reorganization or liquidation involving Magal or any of its subsidiaries;
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•
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a purchase, sale or transfer of a material amount of the assets of Magal or any of its subsidiaries;
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•
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any change in the present board of directors and management of Magal (including any plan or proposal to change the number or term of directors or to fill any existing vacancy on the board or to change any
material term of the employment contract of any executive officer);
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•
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any other material change in Magal’s corporate structure or business;
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•
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a delisting of the Magal Shares from Nasdaq; or
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•
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the Magal Shares becoming eligible for termination of registration under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act.
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•
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not responded to the offer,
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•
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notified us of their objection to the offer, or
|
•
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validly tendered such Magal Share but have properly withdrawn their tender during the Initial Offer Period,
|
•
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prior to 10:00 a.m., New York time, on the Initial Completion Date, there shall have been validly tendered and not properly withdrawn at least 8,669,029 Magal Shares (currently representing 5.2% of the issued
and outstanding shares and voting power of Magal);
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•
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as required by Israeli law, at 10:00 a.m., New York time, on the Initial Completion Date, the aggregate number of Magal Shares validly tendered pursuant to the offer and not properly withdrawn (excluding the
Magal Shares held by us or our affiliates – see “Rights of Shareholders Who Do Not Accept the Offer”) is greater than the aggregate number of Magal Shares represented by Notices of Objection to the
offer; and
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•
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The Israel Competition Authority shall have approved the purchase of the Magal Shares pursuant to this offer.
|
•
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extend the Initial Offer Period and, subject to applicable withdrawal rights until the Initial Completion Date, retain all tendered Magal Shares until the Final Expiration Date;
|
•
|
if the only conditions that have not been satisfied are one or more of the conditions set forth in clause (b) of Section 11, waive such condition(s) and, subject to proration, accept for payment and pay for all
Magal Shares validly tendered and not properly withdrawn prior to 10:00 a.m., New York time, on the Final Expiration Date by no later than four business days following the Final Expiration Date; or
|
•
|
terminate the offer and not accept for payment or pay for any Magal Shares and promptly return all tendered Magal Shares to tendering shareholders.
|
•
|
by a registered holder of Magal Shares who has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or
|
•
|
for the account of an eligible guarantor institution.
|
•
|
you have the full power and authority to tender, sell, assign and transfer the tendered Magal Shares (and any and all Magal Shares or other securities issued or issuable in respect of your Magal Shares); and
|
•
|
when we accept your Magal Shares for payment, we will acquire good and unencumbered title to your Magal Shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse
claims.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust (A) if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or (B)
if it has made a valid election to be treated as a U.S. person under the Code.
|
•
|
regulated investment companies;
|
•
|
broker-dealers (including in securities or foreign currency) or insurance companies;
|
•
|
persons who have elected to apply a mark-to-market method of accounting;
|
•
|
certain former citizens or former long-term residents of the United States;
|
•
|
tax-exempt organizations or retirement plans;
|
•
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persons subject to the alternative minimum tax;
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•
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banks and other financial institutions;
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•
|
persons who hold their Magal Shares as part of a position in a straddle or as part of a hedging, conversion, constructive sale, synthetic security, or other integrated investment;
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•
|
holders who received their Magal Shares through the exercise of employee stock options or otherwise as compensation;
|
•
|
partnerships or other pass-through entities or persons who hold their Magal Shares through partnerships or other pass-through entities;
|
•
|
holders who within the five-year period prior to the offer owned directly, indirectly or by attribution at least 10.0% of the voting power of Magal; and
|
•
|
persons whose functional currency is not the U.S. dollar.
|
•
|
certifies, by completing the Declaration Form (Declaration of Status for Israeli Income Tax Purposes), or the Declaration Form, included in the Letter of Transmittal or otherwise delivered to such shareholder,
that (1) such shareholder is NOT and at the date of purchase of its Shares was not a “resident of Israel” for purposes of the Ordinance, and if it is a corporation that is NOT and at the date of purchase of its Shares was not a “resident of
Israel” – that Israeli residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance) of such corporation, nor are Israeli residents the beneficiaries of, and are not entitled to, 25.0% or more of such
corporation’s revenues or profits, whether directly or indirectly, or (2) such shareholder is a bank, broker or financial institution resident in Israel. In such case, the Depositary will not withhold any Israeli withholding tax from the
gross proceeds payable to such shareholder pursuant to the offer; or
|
•
|
provide the Depositary, with a copy (which shall not constitute notice) to Naschitz, Brandes, Amir & Co., Advocates, our legal counsel in Israel, at its address set forth on the back cover of this offer to
purchase, with a valid certificate from the ITA entitling such shareholder to an exemption or a specified withholding tax rate, referred to as the ITA Waiver. In such case, the Depositary will withhold Israeli withholding tax (or not
withhold, if such shareholder is entitled to an exemption) from the gross proceeds payable to such shareholder pursuant to the offer in accordance with such ITA Waiver.
|
Quarter
|
Nasdaq Global Select Market
|
|||||||
High
|
Low
|
|||||||
2018
|
||||||||
First Quarter
|
$
|
6.48
|
$
|
5.04
|
||||
Second Quarter
|
$
|
5.90
|
$
|
4.83
|
||||
Third Quarter
|
$
|
5.91
|
$
|
4.95
|
||||
Fourth Quarter
|
$
|
5.80
|
$
|
3.88
|
||||
2019
|
||||||||
First Quarter
|
$
|
5.45
|
$
|
4.30
|
||||
Second Quarter
|
$
|
5.38
|
$
|
4.27
|
||||
Third Quarter
|
$
|
5.25
|
$
|
3.97
|
||||
Fourth Quarter
|
$
|
4.37
|
$
|
3.63
|
||||
2020
|
||||||||
First Quarter
|
$
|
4.37
|
$
|
2.48
|
||||
Second Quarter (through May 21, 2020)
|
$
|
3.24
|
|
$
|
2.46
|
|
7.
|
EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT.
|
8.
|
INFORMATION CONCERNING MAGAL.
|
9.
|
INFORMATION CONCERNING THE BIDDER GROUP.
|
•
|
has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors);
|
•
|
has been party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws; or
|
•
|
has been otherwise convicted in a criminal proceeding and the statute of limitation regarding such conviction, pursuant to the Israeli Criminal Registration and Rehabilitation Law, 1981, has not elapsed prior
to the date of this offer to purchase.
|
10.
|
SOURCES AND AMOUNT OF FUNDS.
|
•
|
the offer consideration consists solely of cash;
|
•
|
the offer is not subject to any financing condition;
|
•
|
we already hold 42.6% of the issued and outstanding shares of Magal as of April 30, 2020, and therefore are a controlling shareholder of Magal;
|
•
|
we are private equity funds and we invest based on capital commitments of the partners in the limited partnerships comprising the funds, but these capital commitments are not reflected in our financial
statements until actually called for by us prior to making an investment, so our financial statements do not accurately reflect our financial position or resources; and
|
•
|
our financial statements primarily reflect our fund manager’s ability to manage an investment portfolio, rather than our ability to manage an operating company such as Magal.
|
11.
|
CONDITIONS OF THE OFFER.
|
•
|
any “event” (as such term is defined below) shall have occurred,
|
•
|
we did not know and could not have known of, and we did not foresee and could not have foreseen, in each case, on the date of this offer to purchase, the occurrence of such “event”, and
|
•
|
such “event” would cause the terms of the offer as a result of such “event” to become materially different from the terms which a reasonable offeror would have proposed had it known of such “event” on the date
of this offer to purchase;
|
(A)
|
any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the offer, by any legislative body, court,
government or governmental, administrative or regulatory authority or agency of competent jurisdiction, domestic or foreign;
|
(B)
|
any action or proceeding instituted or pending by any governmental entity or third party before a court or other authority of competent jurisdiction, domestic or foreign; or
|
(C)
|
any change that has or will have occurred (or any development that has or will have occurred involving prospective changes) in the business, assets, liabilities, conditions (financial or otherwise), prospects
or results of operations of Magal or its subsidiaries that has, or could reasonably be expected to have, in our reasonable discretion, a material adverse effect on Magal or, assuming consummation of the offer, on us, including, without
limitation, any financial or regulatory change, development or event, whether occurred or will have occurred subsequent to the date of this offer to purchase, as a result of, related to or in connection with the global outbreak of the
coronavirus (COVID-19) pandemic and its threat to the public health, including travel and shipping disruptions and shutdowns, closures of factories, guidance of social distancing and any other emergency measures and actions taken by
governments.
|
(2)
|
at any time on or after commencement of the offer and prior to 10:00 a.m., New York time, on the Initial Completion Date, any of the following shall have occurred, provided that we did not know and could not
have known of, nor did we foresee or could have foreseen, such an event, on the date of this offer to purchase:
|
•
|
any general suspension of, or limitation on prices for, trading in securities on Nasdaq;
|
•
|
a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Israel (whether or not mandatory) or a material limitation (whether or not mandatory) by any
governmental entity on the extension of credit by banks or other lending institutions, that could have a material adverse effect on us, Magal or the trading of Magal Shares;
|
•
|
in the case of any of the foregoing existing at the time of the commencement of the offer, a material escalation or the worsening thereof;
|
•
|
any change in the general political, market, economic or financial conditions in the United States, Israel or abroad that could, in our reasonable judgment, have a material adverse effect on us, Magal or the
trading of Magal Shares; or
|
•
|
a tender offer or exchange offer for any or all of Magal Shares, or any merger, acquisition, business combination or other similar transaction with or involving Magal or any of its subsidiaries, shall have been
proposed, announced or made by any other person or has been publicly disclosed; or
|
12.
|
LEGAL MATTERS AND REGULATORY APPROVALS.
|
13.
|
FEES AND EXPENSES.
|
Information Agent Fees and Expenses
|
$
|
65,000
|
|
Depositary' Fees and Expenses
|
$
|
50,000
|
|
Filing Fees
|
$
|
3,320
|
|
Legal Fees
|
$
|
160,000
|
|
Printing and Mailing Costs
|
$
|
7,220
|
|
Miscellaneous
|
$
|
13,200
|
|
Total
|
$
|
298,740
|
14.
|
MISCELLANEOUS.
|
“331. |
Consent of shareholders
|
(a) |
A special tender offer shall be addressed to all offerees, and the offerees may announce their consent to the special tender offer or their objection thereto.
|
(b) |
A special tender offer may not be accepted unless a majority of the votes of offerees, who announced their position with respect thereto, agreed to the offer.
|
(c) |
In counting the votes of the offerees, the votes of a holder of a controlling interest in the offeror, a holder who has a personal interest in the acceptance of the special tender offer, a holder of a control block in the company, or
any person acting on their behalf or on behalf of the offeror, including their relatives and companies controlled by them, shall not be taken into account; the provisions of Section 276, mutatis mutandis,
will apply to anyone who has a personal interest.
|
(d)
|
If a special tender offer is accepted, then all offerees who had not announced their position with respect the offer or who objected to the offer, may agree to the offer, not later than four days after the last
date for acceptance of the tender offer, or by such other date to be set by the Minister for this purpose, and they shall be treated like persons who initially agreed to the offer.”
|
(A)
|
with respect to an individual – a person whose center of vital interests is in Israel; for this purpose the following provisions will apply:
|
(1) |
in order to determine the center of vital interests of an individual, there shall be taken into account the whole of the individual’s family, economic and social connections, including, among others:
|
(a) |
place of domicile;
|
(b) |
place of residence of the individual and the individual’s immediate family;
|
(c) |
place of the individual’s regular or permanent occupation or the place of his permanent employment;
|
(d) |
place of the individual’s active and material economic interests;
|
(e) |
place of the individual’s activities in organizations, associations and other institutions;
|
(2) |
the center of vital interests of an individual will be presumed to be in Israel:
|
(a) |
if the individual was present in Israel for 183 days or more in the tax year;
|
(b) |
if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel during the tax year and the two previous tax years is 425 days or more.
|
(3) |
the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer.
|
(B)
|
with respect to an entity – an entity that satisfies one of the following conditions:
|
(1) |
it was incorporated in Israel;
|
(2) |
the “control and management” of its business is exercised in Israel, except for a body of persons, the business of which is controlled and managed in Israel by an individual who became an Israel resident for the first time or is a
returning resident, as set forth in section 14(a) and ten years have not yet passed since he became an Israeli resident as aforesaid, or by any person on his behalf, provided that such body of persons would not be an Israel resident if
the control and management of its business were not by a said individual or by a person on his behalf, unless the body of persons requested otherwise.
|
Name
|
Current Principal Occupation or Employment and Five-Year Employment History
|
|
Ishay Davidi
|
Mr. Davidi is the founder of the FIMI Funds and has served as the CEO of each of the managing general partners of the partnerships comprising the FIMI Funds since 1996. Mr. Davidi is the Chairman of the Board of
Directors of Hadera Paper (TASE-listed) and Polyram Plastic Industries. He is a Director of Gilat Satellite Networks (NASDAQ/TASE-listed), Ham-Let (TASE-listed), Bet Shemesh Engines (TASE-listed), C.Mer Industries (TASE-listed), Kamada Ltd.
(NASDAQ/TASE-listed) and Rekah Pharmaceutical Industries (TASE-listed), Amiad Filtration Systems Ltd. (AIM), PCB Technologies Ltd. (TASE), Tadir-Gan (Precision Products) 1993 Ltd. (TASE), G1 Security Solutions Ltd. (TASE) .Mr. Davidi
previously served as the Chairman of the board of directors of Inrom Construction Industries Ltd. (TASE), of Retalix (previously traded on NASDAQ and TASE) from August 2008 until January 2010, of Tefron Ltd. (New York Stock Exchange and TASE)
and of Tadir-Gan (TASE), and as a director of Retalix, Overseas Commerce Ltd. (TASE), Tadiran Communications Ltd. (TASE), Lipman Electronic Engineering Ltd. (NASDAQ and TASE), Merhav Ceramic and Building Materials Center Ltd. (TASE), TAT
Technologies Ltd. (NASDAQ and TASE), Orian C.M. Ltd. (TASE), Ophir Optronics Ltd. (TASE), Scope Metals Group Ltd. (TASE) and Formula Systems Ltd. (NASDAQ and TASE). Mr. Davidi holds a B.Sc. in Industrial and Management Engineering from Tel
Aviv University and an M.B.A. from Bar Ilan University.
|
|
Gillon Beck
|
Mr. Beck has been a senior partner and director of the FIMI Funds since 2003, as well as a Director of the FIMI Funds’ General Partners and SPV companies. Mr. Beck currently serves as Chairman of the Board of
ImageSat NV, Bet Shemesh Engines Ltd. (TASE), Ham-Let (Israel-Canada) Ltd. (TASE), Rivulis Irrigation Ltd., Oxygen and Argon Works Ltd and Bird Aerosystems Ltd, and is a director of Utron Ltd. (TASE), of Orbit Technologies Ltd (TASE), Carmel
Forge Ltd., Simplivia Healthcare Ltd, Y. Stern Engineering (1989) Ltd , AITECH Rugged Ltd, and Unitronics (1989) (R”G) Ltd (TASE). During the past five years, Mr. Beck had served as the Chairman of the board of directors of Overseas Commerce
Ltd. (TASE), and had served as a member of the Board of Directors of the following companies: Inrom Construction Industries Ltd. (TASE), Overseas Commerce Ltd (TASE), Ormat Technologies Inc. (NYSE), Nirlat Paints Ltd., Alony Marble Ltd., and
Ormat Industries Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd., a publicly-traded water measurement and automatic meter reading company, and from 1995 to 1999, he served as Chief Operating
Officer of Arad Ltd. Mr. Beck received a Bachelor of Science degree (Cum Laude) in Industrial Engineering in 1990 from the Technion – Israel Institute of Technology, and a Master of Business Administration in Finance in 1992 from Bar-Ilan
University.
|
D.F. King & Co., Inc.
48 Wall Street , 22nd Floor
New York, NY 10005
For assistance call D.F. King at (800) 814-2879 or (212) 269-5550 (banks and brokers)
Email: magal@dfking.com
|
THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, ON
JUNE 22, 2020, UNLESS THE OFFER IS EXTENDED.
|
Name(s) and Address of Registered Holder(s)
|
DESCRIPTION OF SHARES SURRENDERED
|
||
If there is any error in the name or address shown below, please make the necessary corrections
|
(Please fill in. Attach separate schedule if needed)
|
||
|
|
|
|
|
Certificate No(s)
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHARES
|
☐ |
CHECK HERE IF ORDINARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:
|
|
|
|
Name(s):
|
|
Capacity (full title):
|
|
Address: | |
Daytime Area Code and Telephone No:
|
|
Taxpayer Identification or
|
Social Security No.: |
SPECIAL PAYMENT INSTRUCTIONS
|
|
SPECIAL DELIVERY INSTRUCTIONS
|
(See Instructions 1, 5, 6 and 7)
|
(See Instructions 1, 5, 6 and 7)
|
|
To be completed ONLY if the check for the purchase price of Shares and share certificates evidencing Shares not tendered or not purchased are to be issued in the name of someone other than the registered
holder.
|
To be completed ONLY if the check for the purchase price of Shares purchased and share certificates evidencing Shares not tendered or not purchased are to be mailed to someone other than the registered
holder, or the registered holder at an address other than that shown under “Description of Ordinary Shares Tendered”.
|
|
Issue Check and Share Certificate(s) to:
|
||
|
||
Name: _____________________________________________________________________________ |
Mail Check and Share Certificate(s) to:
|
|
(Please Print)
|
||
Address: ___________________________________________________________________________ | Name: _____________________________________________________________________________ | |
___________________________________________________________________________________ | (Please Print) | |
___________________________________________________________________________________ | Address: ___________________________________________________________________________ | |
(Zip Code) | ___________________________________________________________________________________ | |
___________________________________________________________________________________ | ___________________________________________________________________________________ | |
(Tax Identification or Social Security Number) | (Zip Code) | |
(See IRS Form W-9 below) | ___________________________________________________________________________________ | |
(Tax Identification or Social Security Number) | ||
Account
|
(See IRS Form W-9 below) | |
Number: ____________________________________________________________________________ | ||
Form W-9 (Rev. October 2016) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific Instructions on page 3. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. q Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate single-member LLC Ill Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) 4 Exemptions certain entities, instructions(codes apply only to not individuals; see on page 3) :Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person IN. Date 110. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2016) 1
Form W-9 (Rev. 10-2018) Page 2 By signing the filled-out form, you: 1.Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2.Certify that you are not subject to backup withholding, or 3.Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S.person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income,and 4.Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note:If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S.person.For federaltax purposes, you are considered a U.S.person if you are: • An individualwho is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Specialrules for partnerships.Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received,the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S.owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S.owner of the grantor trust and not the trust;and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person.If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien.Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income.However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1.The treaty country. Generally,this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2.The treaty article addressing the income. 3.The article number (or locatoi n) in the tax treaty that contains the saving clause and its exceptions. 4.The type and amount of income that qualifei s for the exemption from tax. 5.Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S.law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocolto the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments.This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents,royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN,make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you recevi e will be subject to backup withholding if: 1.You do not furnish your TIN to the requester, 2.You do not certify your TIN when required (see the instructions for Part II for details), 3.The IRS tells the requester that you furnished an incorrect TIN, 4.The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only),or 5.You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financai l institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person.For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN.If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willfulneglect. Civilpenalty for false information with respect to withholding.If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Form W-9 (Rev. 10-2018) Page 3 Criminalpenalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs.If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line;do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account,each holder of the account that is a U.S. person must provide a Form W-9. a. Individual Generally, enter the name shown on your tax return.If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note:ITIN applicant: Enter your individual name as it was entered on your Form W-7 application,line 1a.This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC.Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership,LLC that is not a single-member LLC,C corporation,or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade,or DBA name on line 2. d. Other entities.Enter your name as shown on required U.S. federal tax documents on line 1.This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(ii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity.The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example,if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person,the U.S.owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name,DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) ... THEN check the box for ._ . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federaltax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S.federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership;C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments,including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding.Enter the appropriate code in the space in line 4. 1-An organization exempt from tax under section 501(a), any IRA, or a custodialaccount under section 403(b)(7) if the account satislies the requirements of section 401( (2) 2-The United States or any of its agencies or instrumentalities 3 -A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4-A foreign government or any of its political subdivisions, agencies, or instrumentalities 5 -A corporation 6-A dealer in securities or commodities required to register in the United States, the District of Columbia,or a U.S. commonwealth or possession 7 -A futures commission merchant registered with the Commodity Futures Trading Commission 8-A real estate investment trust 9-An entity registered at all times during the tax year under the Investment Company Act of 1940 10-A common trust fund operated by a bank under section 584(a) 11-A financial institution 12-A middleman known in the investment community as a nominee or custodian 13-A trust exempt from tax under section 664 or described in section 4947
page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . THEN the payment is exempt for .. . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5° Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 See Form 099-MISC, Miscellaneous Income, and its instructions. *However, the following payments made to a co5 belowrporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys1fees, gross proceeds paid to an attorney reportable under section 6045(g, and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A— An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B — The United States or any of its agencies or instrumentalities C —A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D— A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472- 1(c)(1)(i) E— A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G A A real estate investment trust H A A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I A A common trust fund as defined in section 584(a) J— A bank as defined in section 581 KA A broker L— A trust exempt from tax under section 664 or described in section 4947(a)(1) M A A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used untii the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see /-for to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owners SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form 55-5, Appiication for a Social Security Oard, from your local SSA office or get this form online at www.SiA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form 55-4, Application for Employer identification Number, to apply for an EAN. You can apply for an EIN online by accessing the IRS website at www.irs.goviBusinesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form 55-4. Or, you can go to www.irs.goviOrderForms to place an order and have Form W-7 and/or 55-4 mailed to you within 10 businessdays. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied ForE in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exemp/ payee code, earlier. Signature requirements. Complete the certification as indicated in items through 5 below.
page 51. Interest, dividend, and barter exchange accounts opened before 4984 and broker accounts considered active during 1983. You must pive your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and batter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. Other payments include payments made in the course of the requester!! trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529j, ABLE accounts (under section 529Aj, IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual Two or more individuals joint The actual owner of the account or, i! account) other than an account combined funds, the first individual on maintained by an FFI the account' 3. Two or more U.S. persons Each holder of the account (joint account mat stained by an FFI) 4. CusodalazcounloCaminor The minor* (Uniform Gift to Minors Act) S. a. The usual revocable savings tfM8t The gran tor-trustee' (grantor is also trustee) b. So-called trust account that is not The actual owner' a legal or valid trust under state law 6. Sole proprietorship or disregarded The owner* entity owned by an individual Grantor trust filing under Optional The grantor' Form 1099 Filing Method (see Regulations section 1.671-4(bj(2)(i) (A)) For this type of account: Give name and EAN of: 8. Disregarded entity not owned by an The owner individual g A valid trust, estate, or pension trust legal entity' 10. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2' 53 11. Assocanon, cub,religiouv The organization charitable, educational, or other tax- exempt organization Partnership or multi-m ember LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account: Give name and EIN of: 14. Account with the Department of The public entity Agriculture in the name of a public en tidy (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Flllng Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) ' List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. z Circle the minors name and furnish the minors SSN. * You must show your individual name and you may also enter your business or DBA name on the EBusiness name/disregarded entity name line. You may use either your SSN or EIN (ifyou have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax prepared. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll- free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.ldentityTheft.gov and Pub. 5027. Visit www.irs. gov/ldentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of
debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
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Non-Israeli Residents: If (i) you are NOT and at the date of purchase of your Shares were not a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “ Ordinance ”) (See Instruction II)) for purposes of the Ordinance, or (ii) you are a corporation that is NOT and at the date of purchase of your Shares was not a “resident of Israel”, and Israeli
residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance (See Instruction III)) of you, nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of your revenues or profits,
whether directly or indirectly, and you acquired your Shares after Magal’s initial public offering on Nasdaq in 1993; then you may be eligible for a full exemption
from Israeli withholding tax with respect to the gross proceeds payable to you (if any) pursuant to the Offer. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the
Purchaser, the Depositary, your broker or any other withholding agent, or their authorized representatives to exempt you from such Israeli withholding tax; or
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A Bank, Broker or Financial Institution Resident in Israel: If you are a bank, broker or financial institution resident in Israel that (1) is holding the Shares
solely on behalf of beneficial shareholder(s) (so-called “street name” holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with
respect to the cash payment (if any) made by you to your beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer (an
“Eligible Israeli Broker ”), you may be eligible for a full exemption from Israeli withholding tax with respect to the cash payment transmitted to you. By completing this form in a manner that would substantiate your
eligibility for such exemption, you will allow the Purchaser, the Depositary, your broker or withholding agent, or their authorized representatives, to exempt you from such Israeli withholding tax. Consequently, even though the
Depositary will not deduct any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as
applicable, from the cash payment (if any) made by you to your beneficial shareholder(s). NOTE: AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF HIS
CLIENTS, THE BENEFICIAL SHAREHOLDERS.
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PART I
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Identification and details of
Shareholder (including Eligible Israeli Brokers) (see instructions)
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1. Name:
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2. Type of Shareholder (more than one box may be applicable):
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(please print full name)
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◻ Corporation (or Limited Liability Company)
◻ Individual
◻ Trust
◻ Partnership
◻ Other:
_________________
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◻ Bank
◻ Broker
◻ Financial Institution
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3. For individuals only:
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4. For all other Shareholders:
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Date of birth: ______/_____/______
month / day / year
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Country of incorporation or organization:
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Country of residence:
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Registration number of corporation (if applicable):
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Countries of citizenship (name all citizenships):
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Taxpayer Identification or
Social Security No. (if applicable): |
Country of residence:
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5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
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6. Mailing Address (if different from above):
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7. Contact Details:
Name:______________
Capacity:_______________
Telephone Number (country code, area code and number):
_______________________________________________
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8. I hold the Shares of ____________ (mark X in the appropriate place):
◻ directly, as a Registered Holder
◻ through a Broker. If you marked this box, please state the name of your Broker: _________________
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PART II
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Declaration by Non-Israeli Residents (see instructions) „ Eligible Israeli Brokers should not complete this Part II
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A. To be completed only by
Individuals. I hereby declare that: (if the statement is correct, mark X in the following box)
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A.1 ◻ I am NOT and at the date of purchase of my Shares was not a “resident of Israel”, which means, among other things, that:
• The State of Israel is not my permanent place of residence,
• The State of Israel is neither my place of residence nor that of my family,
• My ordinary or permanent place of activity is NOT in the State of Israel and I do NOT have a permanent
establishment in the State of Israel,
• I do NOT engage in an occupation in the State of Israel,
• I do NOT own a business or part of a business in the State of Israel,
• I am NOT insured by the Israeli National Insurance Institution,
• I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year,
• I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the
total period of my presence in Israel during this tax year and the two previous tax years is less than 425 days in total;
A.2 ◻ I acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
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B. To be completed by Corporations
(except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following box)
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B.1 ◻ The corporation is NOT and at the date of purchase of its Shares was not a “resident of Israel”, which means, among other things, that:
• The corporation is NOT registered with the Registrar of Companies in Israel,
• The corporation is NOT registered with the Registrar of "Amutot" (non-profit organizations) in Israel,
• The control of the corporation is NOT located in Israel,
• The management of the corporation is NOT located in Israel,
• The corporation does NOT have a permanent establishment in Israel, and
• No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with
another who is an Israeli resident, 25.0% or more of any “means of control” in the corporation as specified below:
o The right to participate in profits;
o The right to appoint a director;
o The right to vote;
o The right to share in the assets of the corporation at the time of its liquidation; and
o The right to direct the manner of exercising one of the rights specified above;
B.2 ◻ The corporation acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
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C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box)
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C.1 ◻ The partnership is NOT and at the date of purchase of its Shares was not an Israeli resident which means, among other things, that:
• The partnership is NOT registered with the Registrar of Partnerships in Israel,
• The control of the partnership is NOT located in Israel,
• The management of the partnership is NOT located in Israel,
• The partnership does NOT have a permanent establishment in Israel,
• NO Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with
another who is an Israeli resident, 25.0% or more of any right in the partnership or, of the right to direct the manner
of exercising any of the rights in the partnership, and
• NO partner in the partnership is an Israeli resident;
C.2 ◻ The partnership acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
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D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box)
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D.1 ◻ The trust is NOT and at the date of purchase of its Shares was not an Israeli resident, and:
• All settlors of the trust are NOT Israeli residents,
• All beneficiaries of the trust are NOT Israeli residents, and
D.2 ◻ The trust acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
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PART III
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Declaration by Israeli Bank, Broker or Financial Institution (see instructions)Non-Israeli Residents should not complete this Part III
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I hereby declare that: (if correct, mark X in the following box)
◻ I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction
II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect
to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer.
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PART IV
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Certification. By signing this form, I also declare that:
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• I understood this form and completed it correctly and pursuant to the instructions.
• I provided accurate, full and complete details in this form.
• I am aware that providing false details constitutes criminal offense.
• I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so
requests, for purposes of audit or otherwise.
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SIGN HERE
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Signature of Shareholder
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Date | Capacity in which acting | |||||
(or individual authorized to sign on your behalf) |
(B) |
with respect to a body of persons - a body of persons which meets one of the following:
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D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
For assistance call D.F. King at (800) 814-2879 (toll free) or (212) 269 - 5550 (banks and brokers)
Email: magal@dfking.com
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THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, ON JUNE 22, 2020 UNLESS THE OFFER IS EXTENDED.
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1.
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Offer to Purchase;
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2.
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Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;
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3.
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A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Offer;
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4.
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Notice of Objection for your use in objecting to the Offer on behalf of your clients;
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5.
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Declaration Form (“Declaration of Status of Israeli Income Tax Purposes”); and
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6.
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Return envelope addressed to American Stock Transfer & Trust Company, as Depositary.
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Very truly yours,
D.F.King & Co., Inc.
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THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, ON JUNE 22, 2020, UNLESS THE OFFER IS EXTENDED.
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we have not yet responded to the Offer;
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we have notified the Purchaser of your objection to the Offer, or
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we have tendered such Share on your behalf but have withdrawn such tender prior to the Initial Completion Date,
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prior to 10:00 a.m., New York time, on the Initial Completion Date, there shall have been validly tendered and not properly withdrawn at least 1,200,000 Magal Shares (currently representing approximately 5.2% of the issued and
outstanding shares and voting power of Magal);
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as required by Israeli law, at 10:00 a.m., New York time, on the Initial Completion Date, the aggregate number of Shares validly tendered and not properly withdrawn (excluding Shares held by the Purchaser or its affiliates – see “Rights of Shareholders Who Do Not Accept the Offer” in the Offer to Purchase) must be greater than the number of Shares represented by Notices of Objection to the Offer; and
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the Israeli Competition Authority shall have approved the purchase of the Shares pursuant to the offer.
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SIGN HERE | ||
Number of Ordinary Shares
To Be Tendered: Ordinary Shares1
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Signature(s)
Please type or print names(s)
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Please type or print address
Area Code and Telephone Number
Taxpayer Identification or Social Security Number
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SIGN HERE | ||
Number of Ordinary Shares
To Be Tendered: Ordinary Shares2
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Signature(s)
Please type or print names(s)
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Please type or print address
Area Code and Telephone Number
Taxpayer Identification or Social Security Number
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The Initial Offer Period and Withdrawal Rights will Expire at 10 a.m., New York Time, on June 22, 2020, unless the Offer is Extended.
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To:
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FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P.
c/o American Stock Transfer & Trust Company |
☐
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Check here if Notice of Objection is being delivered by book-entry transfer to the Depositary’s account at The Depository Trust Company and complete the following:
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Name of Tendering Institution: _____________________________________________________
Account Number: _______________________________________________________________ Transaction Code Number: ________________________________________________________ |
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
For assistance call D.F. King at (800) 814-2879 (toll free) or (212) 269 - 5550 (banks and brokers)
Email: magal@dfking.com
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Non-Israeli Residents: If (i) you are NOT and at the date of purchase of your Shares were not a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “ Ordinance ”) (See Instruction II)) for purposes of the Ordinance, or (ii) you are a corporation that is NOT and at the date of purchase of your Shares was not a “resident of Israel”, and Israeli
residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance (See Instruction III)) of you, nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of your revenues or profits,
whether directly or indirectly, and you acquired your Shares after Magal’s initial public offering on Nasdaq Global Select Market (“Nasdaq”) in 1993; then you may be eligible for a full exemption from Israeli withholding tax with
respect to the gross proceeds payable to you (if any) pursuant to the Offer. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the Depositary, your broker or any
other withholding agent, or their authorized representatives to exempt you from such Israeli withholding tax; or
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A Bank, Broker or Financial Institution Resident in Israel: If you are a bank, broker or financial institution resident in Israel that (1) is holding the Shares solely on behalf of beneficial shareholder(s) (so-called “street
name” holders), who acquired their Shares after Magal’s initial public offering on Nasdaq in 1993 and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax,
including with respect to the cash payment (if any) made by you to your beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer (an
“Eligible Israeli Broker ”), you may be eligible for a full exemption from Israeli withholding tax with respect to the cash payment transmitted to you. By completing this form in a manner that would substantiate your eligibility
for such exemption, you will allow the Purchaser, the Depositary, your broker or withholding agent, or their authorized representatives, to exempt you from such Israeli withholding tax. Consequently, even though the Depositary will not
deduct any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as applicable, from the cash payment
(if any) made by you to your beneficial shareholder(s). NOTE: AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF HIS CLIENTS, THE BENEFICIAL SHAREHOLDERS.
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PART I
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Identification and details of Shareholder (including Eligible Israeli Brokers) (see
instructions)
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1. Name:
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2. Type of Shareholder (more than one box may be applicable):
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(please print full name)
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◻ Corporation
(or Limited Liability Company)
◻ Individual
◻ Trust
◻ Partnership
◻ Other:
_________________
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◻ Bank
◻ Broker
◻ Financial Institution
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3. For individuals only:
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4. For all other Shareholders:
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Date of birth: ______/_____/______
month / day / year
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Country of incorporation or organization:
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Country of residence:
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Registration number of corporation (if applicable):
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Countries of citizenship (name all citizenships):
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Taxpayer Identification or
Social Security No. (if applicable): |
Country of residence:
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5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
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6. Mailing Address (if different from above):
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7. Contact Details:
Name:______________
Capacity:_______________
Telephone Number (country code, area code and number):
_______________________________________________
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8. I hold the Shares of ____________ (mark X in the
appropriate place):
◻ directly, as a Registered
Holder
◻ through a Broker. If you
marked this box, please state the name of your Broker: _________________
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9. ◻ I am the beneficial
owner (directly or indirectly) of less than 5% of the outstanding Shares.
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PART II
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Declaration by Non-Israeli Residents (see instructions) „ Eligible Israeli Brokers should not complete this Part II
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A. To be completed only by Individuals. I hereby declare that: (if the statement is correct,
mark X in the following box)
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A.1 ◻
I am NOT and at the date of purchase of my Shares was not a “resident of Israel”, which means, among other things, that:
• The State of Israel is not my permanent place of residence,
• The State of Israel is neither my place of residence nor that of my family,
• My ordinary or permanent place of activity is NOT in the State of Israel and I do NOT have a permanent establishment in the State of Israel,
• I do NOT engage in an occupation in the State of Israel,
• I do NOT own a business or part of a business in the State of Israel,
• I am NOT insured by the Israeli National Insurance Institution,
• I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year,
• I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years is
less than 425 days in total;
A.2 ◻ I acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
A.3 ◻ I am the beneficial owner (directly
or indirectly) of less than 5% of the outstanding Shares.
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B. To be completed by Corporations (except Partnerships and Trusts). I hereby declare that:
(if correct, mark X in the following box)
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B.1 ◻ The corporation is NOT and at the
date of purchase of its Shares was not a “resident of Israel”, which means, among other things, that:
• The corporation is NOT registered with the Registrar of Companies in Israel,
• The corporation is NOT registered with the Registrar of "Amutot" (non-profit organizations) in Israel,
• The control of the corporation is NOT located in Israel,
• The management of the corporation is NOT located in Israel,
• The corporation does NOT have a permanent establishment in Israel, and
• No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any “means of control” in the corporation as
specified below:
o The right to participate in profits;
o The right to appoint a director;
o The right to vote;
o The right to share in the assets of the corporation at the time of its liquidation; and
o The right to direct the manner of exercising one of the rights specified above;
B.2 ◻ The corporation acquired the Shares
on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
B.3 ◻ The corporation is the beneficial
owner (directly or indirectly) of less than 5% of the outstanding Shares.
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C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box)
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C.1 ◻ The partnership is NOT and at the date of purchase of its Shares was not an Israeli resident which means, among other things, that:
• The partnership is NOT registered with the Registrar of Partnerships in Israel,
• The control of the partnership is NOT located in Israel,
• The management of the partnership is NOT located in Israel,
• The partnership does NOT have a permanent establishment in Israel,
• NO Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any right in the partnership or, of the
right to direct the manner of exercising any of the rights in the partnership, and
• NO partner in the partnership is an Israeli resident;
C.2 ◻ The partnership acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
C.3 ◻ The partnership is the beneficial owner (directly or
indirectly) of less than 5% of the outstanding Shares.
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D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box)
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D.1 ◻ The trust is NOT and at the date of purchase of its Shares was not an Israeli resident, and:
• All settlors of the trust are NOT Israeli residents,
• All beneficiaries of the trust are NOT Israeli residents, and
D.2 ◻ The trust acquired the Shares on or after the initial public offering of Magal Security Systems Ltd. on NASDAQ Stock Market in 1993.
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PART III
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Declaration by Israeli Bank, Broker or Financial Institution (see instructions) Non-Israeli Residents should not complete this Part III
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I hereby declare that: (if correct, mark X in the following box)
◻ I am a
bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject
to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to
Shares in connection with the company liquidation.
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PART IV
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Certification. By signing this form, I also declare that:
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• I understood this form and completed it correctly and pursuant to the instructions.
• I provided accurate, full and complete details in this form.
• I am aware that providing false details constitutes criminal offense.
• I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.
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SIGN HERE:
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Signature of Shareholder
(or individual authorized to sign on your behalf)
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Date
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Capacity in which acting
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(B) |
with respect to a body of persons - a body of persons which meets one of the following:
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D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
For assistance call D.F. King at (800) 814-2879 or (212) 269-5550 (banks and brokers)
Email: magal@dfking.com
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The Information Agent for the Offer is
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Israeli legal counsel for the Offer is
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D.F. King & Co., Inc.:
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Naschitz, Brandes, Amir & Co.:
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48 Wall Street, 22nd Floor
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5 Tuval Street.
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New York, NY 10005
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Tel Aviv 6789717 Israel
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Tel.: 972-3- 6235000
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For assistance call D.F. King at (800) 814 -2879
(toll free) or (212) 269 - 5550 (banks and brokers)
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Attn: Sharon Amir, Adv.
Tuvia Geffen, Adv. |
Idan Lidor, Adv.
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Email: magal@dfking.com
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