This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated November 21, 2003, and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of the Shares (as defined below). The Purchaser (as defined below)
is not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of the Shares pursuant thereto, the Purchaser shall make
a good faith effort to comply with such statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, the
Purchaser cannot comply with such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) holders of Shares in such
state. In any jurisdiction where the securities, "blue sky" or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING ORDINARY SHARES
OF
B.V.R. SYSTEMS (1998) LTD.
AT
$0.18 PER SHARE
BY
CHUN HOLDINGS LTD.
A COMPANY CONTROLLED BY
AVIV TZIDON
AERNOAUTICS DEFENSE SYSTEMS LTD.
ITS TECHNOLOGIES PTE LTD.
CHUN Holdings Ltd., a company organized and existing under the laws of Israel
(the "Purchaser") hereby offers to purchase all outstanding ordinary shares, par
value NIS 1.0 per share (the "Shares"), of B.V.R. Systems (1998) Ltd., a company
organized and existing under the laws of Israel (the "Company"), at a purchase
price of $0.18 per Share, in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 21,
2003 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as amended or supplemented from time to time, collectively constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
DECEMBER 23, 2003 UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED ON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED
AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF OUR OFFER NOT LESS THAN THAT NUMBER
OF SHARES WHICH, TOGETHER WITH THE SHARES WE OWN AS OF THAT DATE, CONSTITUTE AT
LEAST 48% OF THE ISSUED AND OUTSTANDING SHARES.
THE BOARD OF DIRECTORS OF THE COMPANY HAS RECOMMENDED THE OFFER.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, the Shares validly tendered to the Purchaser and
not properly withdrawn if, as and when the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance of such Shares for
payment pursuant to the Offer. In all cases, upon the terms and subject to the
conditions of the Offer, payment for the Shares purchased pursuant to the Offer
will be made by deposit of the purchase price therefor with the Depositary,
which will act as agent for tendering shareholders for the purpose of receiving
payment from the Purchaser and transmitting payment to validly tendering
shareholders. Under no circumstances will interest on the purchase price for the
Shares be paid by the Purchaser, regardless of any extension of the Offer or any
delay in making such payment. In all cases, payment for the Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates representing the Shares (the "Share
Certificates") or timely confirmation of the book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company ("DTC") pursuant
to the procedures set forth in the Offer to Purchase, (ii) the Letter of
Transmittal (or a facsimile thereof), delivered with the Offer to Purchase,
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer of the Shares and (iii) any other documents required by the
Letter of Transmittal.
The Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend the period of time during which the Offer is
open for any reason, including the existence of any of the conditions specified
in the Offer to Purchase, and thereby delay acceptance for payment of and
payment for any Shares, by giving oral or written notice of such extension to
the Depositary. Any such extension will be followed as promptly as practicable
by public announcement thereof, and such announcement will be made no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date (as defined below). During any such extension, all
Shares previously tendered and not properly withdrawn will remain subject to the
Offer, subject to the right of a tendering shareholder to withdraw such
shareholder's Shares. The term "Expiration Date" means 5:00 p.m., New York City
time on Wednesday, December 23, 2003, unless and until the Purchaser shall have
further extended the period of time for which the Offer is open, in which event
the term "Expiration Date" shall mean the time and date at which the Offer, as
so extended by the Purchaser, shall expire. No subsequent offering period will
be available.
Tenders of the Shares made pursuant to the Offer are irrevocable, except that
the Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment as
provided in the Offer to Purchase, may also be withdrawn at any time after
January 20, 2004. In order for a withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at its address as set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and
(if Share Certificates have been tendered) the name of the registered holder of
the Shares as set forth in the Share Certificate, if different from that of the
person who tendered such Shares. If Share Certificates evidencing the Shares to
be withdrawn have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such certificates, unless the Shares have been
tendered by an Eligible Institution (as defined in the Offer to Purchase), the
tendering shareholder must submit the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution. If the
Shares have been tendered pursuant to the procedures for book-entry transfer as
set forth in the Offer to Purchase, any notice of withdrawal must also specify
the name and number of the account at DTC to be credited with the withdrawn
Shares and otherwise comply with DTC's procedures, in which case a notice of
withdrawal will be effective if delivered to the Depositary by any method of
delivery described in this paragraph. Withdrawals of the Shares may not be
rescinded, and any Shares properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer, but may be tendered at any
subsequent time prior to the Expiration Date by following any of the procedures
described in the Offer to Purchase. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the
Purchaser, in its sole discretion, whose determination shall be final and
binding.
The information required to be disclosed pursuant to Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase, and is incorporated herein by
reference.
The Company has provided the Purchaser with the Company's shareholder list and
security position listings for the purpose of disseminating the Offer to holders
of the Shares. The Offer to Purchase and the related Letter of Transmittal and,
if required, other relevant materials will be mailed to record holders of the
Shares whose names appear on the shareholder list, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the shareholder list or who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of the Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information Agent
at its telephone number and address listed below. Additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be obtained at the Purchaser's expense from the
Information Agent. The Purchaser will not pay any fees or commissions to any
broker, dealer or other person other than the Information Agent for soliciting
tenders of the Shares pursuant to the Offer.
The Information Agent for the Offer is:
Yigal Arnon & Co.
1 Azrieli Center
Tel-Aviv 67021
Israel
Attn.: Orly Tsioni
Telephone: 011-972-3-608-7842
Facsimile: 011-973-3-608-7713
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