United States securities and exchange commission logo
December 9, 2021
Rouven Schwarz
Trustee
The Capri Family Foundation
Arthur Rubinstein Street 3/38
6967117 Tel Aviv
Israel
Re: OPTIBASE LTD
Schedule TO/13E-3
filed by The Capri Family Foundation and Shlomo Wyler
File No. 005-58473
Filed December 1,
2021
Dear Mr. Schwarz:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO/13E-3 filed December 1, 2021
What are the Most Significant Conditions of the Offer?, page 2
1. With a view towards
improved disclosure, please advise us of the significance of the two
numerical figures
referenced as the "minimum condition" at the top of page 2, which
appear to represent
13.4% and 16.4% of the shares outstanding, and 72.3% and 89.13% of
the shares outstanding
not held by Capri or Mr. Wyler.
Position of Capri Regarding the Fairness of the Transaction, page 10
2. The factors listed in
Instruction 2 to Item 1014 of Regulation M-A are generally relevant
to each filing person
s fairness determination and should be discussed in reasonable detail.
See Question Nos. 20
and 21 of the Exchange Act Release No. 34-17719 (April 13, 1981).
Please revise this
section to either include the factor described in clause (iv) of Instruction
2 to Item 1014 or
explain why such factor was not deemed material or relevant.
Rouven Schwarz
The Capri Family Foundation
December 9, 2021
Page 2
Effects of the Offer, page 12, page 12
3. Please revise to provide the specific information described in
Instruction 3 to Item 1013 of
Regulation M-A.
Fairness Opinion, page 15
4. The second paragraph of this section indicates that the fairness opinion
is subject to "the
assumptions, limitations, qualifications and other conditions contained
therein."
Paragraph 2 of the opinion itself states that "[o]ur economic assessment
intends to reflect
in a fair and reasonable manner a given situation, based on known data
and in respect to
the basic assumptions and estimated forecasts." The sixth paragraph on
page 15 indicates
that MNS Consulting determined the fair value of Optibase by determining
its net asset
value and determined its net asset value by using the discounted cash
flow method. Please
disclose the estimated forecasts relied upon in conducting the
discounted cash flow
method. Please also disclose, and quantify where possible, the "basic
assumptions" relied
upon in formulating the fairness opinion and that may have been relied
upon in
developing the estimated forecasts.
5. The Summary of Financial Analysis section on page 15 totals four
paragraphs of one
page. With a view towards enhanced disclosure, please advise what
consideration was
given to disclosing in greater detail the information called for by Item
1015(b)(6) of
Regulation M-A so that Optibase shareholders could properly evaluate the
merits of MNS'
financial analyses as part of their determination whether to tender at
$11.20 net per share.
Refer to Item 13 of Schedule TO, Item 9 of Schedule 13E-3 and Exchange
Act Rule 13e-
3(d).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameRouven Schwarz
Division of
Corporation Finance
Comapany NameThe Capri Family Foundation
Office of Mergers
& Acquisitions
December 9, 2021 Page 2
cc: Andris Vizbaras, Esq.
FirstName LastName