MTLK Metalink Ltd (PK)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under

Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(AMENDMENT NO. 5)

 

METALINK LTD.

(Name of Subject Company (Issuer))

 

TOP ALPHA CAPITAL S.M. LTD.

(Name of Filing Person (Offeror))

 

ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE

(Title of Class of Securities)

 

M69897110

(CUSIP Number of Class of Securities)

 

Daniel Magen

Top Alpha Capital S.M. Ltd.

5 Kinneret St., BSR Tower 3, Bnei Brak, Israel

Telephone: +972-72-211-7400

(Name, address and telephone numbers of person authorized to receive

notices and communications on behalf of filing persons)

 

 

With copies to:   Steve Kronengold, Adv. SRK Kronengold Law Offices 7 Oppenheimer St. Rehovot 76701, Israel Telephone: +972-8-936-0999

 

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation* $715,000

Amount of Filing Fee** $72.00

 

*	Estimated solely for purposes of calculating the filing fee.  The transaction value was determined by multiplying the maximum number of ordinary shares of Metalink Ltd. subject to the tender offer (550,000 ordinary shares) by the offering price ($1.30 per share).
**	Calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00010070.

 

☐	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: $72 Form or Registration No.: SC TO-T

Filing Party: Top Alpha Capital S.M. Ltd. Date Filed: January 13, 2016.

 

☐	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
☐	issuer tender offer subject to Rule 13e-4
☐	going-private transaction subject to Rule 13e-3
☐	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: £

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Top Alpha Capital S.M. Ltd., an Israeli corporation, ("Top Alpha"). The Schedule TO relates to the offer by Top Alpha to purchase 550,000 outstanding ordinary shares, nominal (par) value NIS 1.00 per share (the “Shares”), of Metalink Ltd. (“Metalink”), at $1.30 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 13, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

 

This Amendment is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information set forth in the Offer to Purchase and the related Letter of Transmittal, and any schedules attached thereto, is hereby expressly incorporated herein by reference in response to all of the items of the Schedule TO, except as otherwise set forth below.

 

Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Schedule TO.

 

Amendments to Items 1 through 9 and 11.

 

Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

On March 3, 2016, Top Alpha issued a press release announcing a correction of the results of the Offer in which it announced that the Offer had not been completed successfully, contrary to Top Alpha’s previous announcement dated February 22, 2016. A copy of the press release is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.

 

 

 

Amendment to Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

 

Exhibit No.		Description
(a)(5)(D)		Text of Press Release issued by Top Alpha on March 3, 2016, announcing that the Offer had not been completed successfully, contrary to Top Alpha’s previous announcement on February 22, 2016.

 

 

 

 

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

TOP ALPHA CAPITAL S.M. LTD. By: /s/ Daniel Magen Name: Daniel Magen Title: CEO

 

Dated: March 3, 2016

 

 

 

 

 

 

 

 

 

 

  

 

 

 

EXHIBIT INDEX

 

NO.		DESCRIPTION
(a)(1)(A)		Offer to Purchase, dated January 13, 2016.*
(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)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
(a)(1)(F)		Notice of Objection.*
(a)(1)(G)		Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).*
(a)(5)(A)		Text of Press Release issued by Top Alpha on January 13, 2016.*
(a)(5)(B)		Text of Press Release issued by Top Alpha on February 17, 2016, announcing the commencement of the Additional Offer Period.*
(a)(5)(C)		Text of Press Release issued by Top Alpha on February 22, 2016, announcing the completion of the Offer.*
(a)(5)(D)		Text of Press Release issued by Top Alpha on March 3, 2016,announcing that the Offer had not been completed successfully, contrary to Top Alpha’s previous announcement on February 22, 2016.
(b)		Not applicable.
(c) (d)		Not applicable. Not applicable.
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.

 

---

* Previously filed.

Exhibit (a)(5)(D)

Top Alpha Capital S.M. Ltd. Announces Correction to the Results of the Tender Offer for Shares of Metalink Ltd.

The 5% condition was not met and the Tender Offer was not successful, contrary to the previous announcement dated February 22, 2016.

 

TEL AVIV, Israel, March 3, 2016 -- Top Alpha Capital S.M. Ltd., an Israeli corporation ("Top Alpha"), announced today a correction to the results of its previously-announced tender offer (the "Tender Offer") to purchase 550,000 ordinary shares, NIS 1.00 par value per share, of Metalink Ltd. ("Metalink" and the "Metalink Shares"). On March 2, 2016, VStock Transfer LLC, the Depositary for the Tender Offer, advised Top Alpha that VStock had miscalculated the number of shares that had been tendered due to the failure of certain shareholders who tendered their shares in certificate form to account for a previous reverse-split of the Metalink Shares. According to the Depositary’s current calculation, a total of 116,551 Metalink Shares were tendered, representing a decrease of 86,637 from the total amount of 203,188 previously reported by the Depositary. The current total amount of Metalink Shares tendered represents approximately 4.33% of the issued and outstanding shares and voting rights in Metalink.

 

As previously announced, the Tender Offer was conditioned upon Metalink Shares representing at least 5.0% of Metalink's outstanding shares having been validly tendered and not withdrawn prior to the completion of the Tender Offer on February 21, 2016. As this condition was not met, the Tender Offer was not completed successfully, contrary to Top Alpha’s previous announcement dated February 22, 2016. As a result, the Depositary is currently working on returning all tendered shares to the respective shareholders and retrieving the proceeds paid by Top Alpha to the participating shareholders.

About Top Alpha:       Top Alpha is a boutique financial services company providing a complex of services, dealing directly and through subsidiaries in the following fields: nostro account investments in public and private companies, capital raising, brokerage services, distribution services, bridge loans and investment banking. We are wholly owned (100%) by Daniel Magen, who also serves as our sole director and executive officer. Mr. Magen, a certified accountant, is a financial investor and businessman. For further information, please visit http://www.topac.co.il