SCOPUS VIDEO NETWORKS
LTD.
(Name of Subject
Company (Issuer))
OPTIBASE LTD.
(Name of Filing Person
(Offeror))
ORDINARY SHARES, PAR
VALUE NIS 1.40 PER SHARE
(Title of Class of
Securities)
M8260H 10 6
(CUSIP Number of Class
of Securities)
Amir Philips
Chief Financial Officer
Optibase Ltd.
2 Gav Yam Center
Herzliya 46120, Israel
+972 (9) 970-9288
(Name,
address and telephone numbers of person authorized to receive
notices
and communications on behalf of filing persons)
With copies to:
| Transaction Valuation: | $ | 3,559,500 | * | Amount of Filing Fee: | $ | 110 | ** | ||||
* For purposes of calculating the filing fee only, this amount is based on the offer to purchase 678,000 ordinary shares of Scopus Video networks Ltd. at a purchase price of $5.25 per share.
** Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended.
| o | 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. |
| Amount
Previously Paid: None. Filing Party: Not Applicable. Form or Registration No.: Not Applicable. Date Filed: Not Applicable. |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| x
third-party tender offer subject to Rule 14d-1 o issuer tender offer subject to Rule 13e-4 o going-private transaction subject to Rule 13e-3 x amendment to Schedule 13D under Rule 13d-2 |
|---|
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
CUSIP No. M8260H 10 6
| 1 | NAME OF REPORTING PERSON: Optibase Ltd. I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x | ||
| 3 | SEC Use Only
| ||
| 4 | SOURCE OF FUNDS: WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 3,035,223* | |
| 8 | SHARED VOTING POWER: 0 | ||
| 9 | SOLE DISPOSITIVE POWER: 3,035,223* | ||
| 10 | SHARED DISPOSITIVE POWER: 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,035,223* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 22.5%*v | ||
| 14 | TYPE OF REPORTING PERSON: CO | ||
* The number of ordinary shares and the percentage, as applicable, does not give effect to the 678,000 ordinary shares to be purchased pursuant to the Offer (as defined below).
v Based on 13,465,995 ordinary shares of Scopus outstanding as of June 3, 2007.
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Optibase Ltd., an Israeli company (“Optibase”), and relates to the offer by Optibase to purchase 678,000 outstanding ordinary shares, par value NIS 1.40 per share (the “Shares”), of Scopus Video Networks Ltd. (“Scopus”), at $5.25 per Share in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated July 6, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).
This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
(a) The information set forth in Section 8 (“Information Concerning Scopus”) of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under “Introduction,” Section 6 (“Price Range of the Shares”) and Section 8 (“Information Concerning Scopus”) in the Offer to Purchase is incorporated herein by reference.
(a), (b) and (c) The information set forth in the Offer to Purchase under “Introduction,” Section 9 (“Information Concerning Optibase”) and in Schedule I to the Offer to Purchase is incorporated herein by reference.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| — | "Summary Term Sheet;" |
| — | "Introduction;" |
| — | "Background to the Offer;" |
| — | Section 1 ("Terms of the Offer; Proration; Expiration Date"); |
| — | Section 2 ("Acceptance for Payment and Payment"); |
| — | Section 3 ("Procedures for Tendering Shares or Notifying Us of Your Objection to the Offer"); |
| — | Section 4 ("Withdrawal Rights"); |
| — | Section 5 ("Material U.S. Federal Income Tax and Israeli Income Tax Considerations"); |
| — | Section 7 ("Effects of the Offer on the Market for Shares; Registration under the Exchange Act"); |
| — | Section 10 ("Sources and Amount of Funds"); |
| — | Section 11 ("Conditions to the Offer"); |
| — | Section 12 (“Legal Matters and Regulatory Approvals”); and |
| — | Section 14 ("Miscellaneous"). |
The information set forth in the Letter of Transmittal and the Notice of Objection, copies of which are attached hereto as Exhibits (a)(1)(B) and (a)(1)(F), is also incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) and (b) The information set forth in the Offer to Purchase under “Introduction,” “Background to the Offer” and Section 9 (“Information Concerning Optibase”) is incorporated herein by reference.
(a) The information set forth in the Offer to Purchase under “Background to the Offer – Background” and “Background to the Offer – Purpose of the Offer; Reasons for the Offer” is incorporated herein by reference.
(c)(1) through (c)(7) The information set forth in the Offer to Purchase under “Background to the Offer – Plans for Scopus after the Offer; Certain Effects of the Offer,” Section 7 (“Effects of the Offer on the Market for Shares; Registration under the Exchange Act”) and Section 9 (“Information Concerning Optibase”) is incorporated herein by reference.
(a), (b) and (d) The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Background to the Offer – Background” and Section 10 (“Sources and Amount of Funds”) is incorporated herein by reference.
(a) and (b) The information set forth in the Offer to Purchase under “Introduction,” “Background to the Offer – Beneficial Ownership of Shares,” “Background to the Offer – Related Party Transactions” and Section 9 (“Information Concerning Optibase”) is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase under Section 13 (“Fees and Expenses”) is incorporated herein by reference.
(a) and (b) Financial and pro forma information with respect to Optibase has not been included in this Schedule TO because Optibase believes that such financial statements are not material to the decision of holders of Shares whether to sell, tender or hold the Shares in the Offer. Optibase believes that its financial condition is not material because (i) the consideration offered for the Shares consists solely of cash, (ii) the Offer is not subject to any financing condition and (iii) Optibase is a public reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended that files reports electronically on EDGAR.
(a) The information set forth in the Offer to Purchase under “Background to the Offer” (“Related Party Transactions”), Section 7 (“Effect of the Offer on the Market for Shares; Registration Under the Exchange Act”), Section 9 (“Information Concerning Optibase”) and Section 12 (“Legal Matters and Regulatory Approvals”) is incorporated herein by reference. Optibase is not aware of any pending material legal proceedings relating to the Offer.
(b) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.
On July 6, 2007, Optibase issued a press release announcing the commencement of the Offer, a copy of which is filed as Exhibit (a)(5)(A) to this Schedule TO and is incorporated herein by reference.
The information set forth on the Exhibit Index is incorporated here by reference.
Not Applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| OPTIBASE LTD. By: /s/ Amir Philips —————————————— Amir Philips Chief Financial Officer |
Dated: July 6, 2007
| NO. | DESCRIPTION |
| (a)(1)(A) | Offer to Purchase dated July 6, 2007. |
| (a)(1)(B) | Letter of Transmittal. |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(D) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(E) | Declaration of Status for Israeli Income Tax Purposes. |
| (a)(1)(F) | Notice of Objection. |
| (a)(5)(A) | Text of Press Release issued by Optibase on July 6, 2007. |
| (b) | Not applicable. |
| (d)(1) | Letter to Scopus dated May 31, 2007 (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D relating to Optibase’s ownership of shares of Scopus, filed with the Commission on May 31, 2007). |
| (g) | Not Applicable. |
| (h) | Not Applicable. |