TEL AVIV, Israel, January 28, 2016 /PRNewswire/ --
- Urges each shareholder to make own investment decision
and consider various factors
Metalink Ltd. (OTCQB: MTLK), announced that today it is filing a
Schedule 14D-9 Solicitation/Recommendation Statement (the
"Solicitation/Recommendation Statement") with the Securities and
Exchange Commission in response to an unsolicited partial tender
offer to acquire 550,000 ordinary shares, par value NIS 1.00 per share ("Shares"), of Metalink, for a
net purchase price of $1.30 per Share
(the "Offer Price") in cash made on January
13, 2016 by Top Alpha Capital S.M. Ltd., an Israeli
corporation ("Top Alpha").
The Board of Directors of Metalink (the "Board") has determined
not to make any recommendation to the Metalink shareholders as to
whether they should tender their Shares in the tender offer. The
Board is expressing no opinion to Metalink shareholders and is
remaining neutral with respect to the tender offer. The
Solicitation/Recommendation Statement that is being filed today by
Metalink with the SEC explains in additional detail the factors
considered by the Board in reaching this position. Those factors
included, among others:
- a shareholder's decision on whether or not to tender Shares in
the tender offer and, if so, how many Shares to tender, is a
personal investment decision based upon each individual
shareholder's particular circumstances;
- the Offer Price relative to the current and historic market
price for shares of Metalink;
- Metalink's financial condition, including its unaudited
financial statements for the year ended December 31, 2015 (the "2015 Unaudited
Financials");
- the Offer Price reflects a company valuation of approximately
$3.5 million, whereas, in accordance
with the 2015 Unaudited Financials, the Company had approximately
$4.6 million in cash and cash
equivalents and equity capital of $4.4
million as of December 31,
2015;
- Top Alpha's plans for Metalink;
- Top Alpha's plan to purchase additional Shares;
- strategic alternatives, including voluntary liquidation, that
have been considered by the Board; and
- the effect of the tender offer on the liquidity of the
Shares.
As stated in the Solicitation/Recommendation Statement, the
Board has determined that a shareholder's decision on whether or
not to tender its Shares in the tender offer and, if so, how many
Shares to tender, is a personal investment decision based upon each
individual shareholder's particular circumstances.
To Metalink's knowledge, after making reasonable inquiry, no
executive officer, director, affiliate or subsidiary of Metalink
currently intends to tender any of the Shares that are held of
record or beneficially owned by such persons pursuant to the tender
offer. In addition, the Company was informed that its two principal
shareholders, Messrs. Uzi Rosenberg
and Tzvi Shukhman, who are also
directors of the Company, intend to deliver a Notice of Objection
with respect to the Shares they own.
The Board urges each Metalink shareholder to make its own
decision regarding the tender offer based on all of the available
information, including the adequacy of the Offer Price in light of
the shareholder's own investment objectives, the shareholder's
views as to Metalink's prospects and outlook, the factors
considered by the Board as described in the
Solicitation/Recommendation Statement and any other factors that
the shareholder deems relevant to its investment decision. The
Board also urges each Metalink shareholder to consult with its
financial, tax and legal advisors and make such other
investigations concerning the tender offer as they deem
necessary.
The Board urges each shareholder to read the
Solicitation/Recommendation Statement, as well as Top Alpha's offer
to purchase and other offer materials, prior to making any decision
regarding the tender offer.
ABOUT METALINK
Metalink shares are quoted on OTCQB under the symbol "MTLK". For
more information, please see our public filings at the SEC's
website at http://www.sec.gov.
NOTICE TO INVESTORS
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any securities. A solicitation and
offer to buy Shares is being made pursuant to an offer to purchase
and related materials that Top Alpha has filed with the Securities
and Exchange Commission. Top Alpha has filed a tender offer
statement on Schedule TO with the Securities and Exchange
Commission and Metalink is filing today the
Solicitation/Recommendation Statement with respect to the offer.
The tender offer statement on Schedule TO (including the offer to
purchase, related letter of transmittal, related notice of
objection and other offer documents) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully and considered before any decision is
made with respect to the tender offer. All of these materials (and
all other materials filed by Metalink with the Securities and
Exchange Commission) are or will be available at no charge from the
SEC through its website at http://www.sec.gov .
SAFE HARBOR STATEMENT
This press release contains "forward looking statements" within
the meaning of the United States
securities laws. Words such as "aim," "expect," "estimate,"
"project," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believe," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. Because such statements deal with
future events, they are subject to various risks and uncertainties
that could cause actual results to differ materially from those in
the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to
those set forth from time to time in Metalink's filings with the
Securities and Exchange Commission, including Metalink's Annual
Report in Form 20-F. Readers are cautioned not to place undue
reliance on forward-looking statements. Except as required by
applicable law, the Company undertakes no obligation to republish
or revise forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrences
of unanticipated events. The Company cannot guarantee future
results, events, and levels of activity, performance, or
achievements.
Contact:
Shay Evron, Acting CEO & CFO
Metalink Ltd.
Tel: 972-3-7111690
Fax: 972-3-7111691
Shay.Evron@il.gt.com
SOURCE Metalink Ltd.
