SC TO-T/A
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement
under Section
14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
GILAT SATELLITE
NETWORKS LTD.
(Name of Subject
Company (Issuer))
KCPS SATELLITE
COMMUNICATIONS, LIMITED PARTNERSHIP
KCPS SATELLITE HOLDINGS
LTD.
KCPS PE INVESTMENT
MANAGEMENT (2006) LTD.
(Names of Filing
Persons (Offerors))
ORDINARY SHARES, PAR
VALUE NIS 0.20 PER SHARE
(Title of Class of
Securities)
M51474118
(CUSIP Number of Class
of Securities)
Limor Ressler, Adv.
KCPS PE Investment
Management (2006) Ltd.
One Azrieli Center (Round
Tower), Tel Aviv 67021, Israel
+(972)-3-777-9000
(Name,address and telephone numbers of person authorized to receive
notices and
communications on behalf of filing persons)
With copies to:
Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center (Round Building), Tel Aviv 67021, Israel
Telephone: +(972)-3-607-4444
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee** |
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| $7,394,900 |
$ 413*** |
| * |
For
purposes of calculating the filing fee only, this amount is based on the offer to
purchase up to 2,026,000 ordinary shares of Gilat Satellite Networks Ltd. at a purchase
price of $3.65 cash 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. |
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Amount Previously Paid: None. |
Filing Party: Not Applicable. |
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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
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going-private
transaction subject to Rule 13e-3 |
| o
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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
This Amendment No. 2 amends and
supplements the Tender Offer Statement on Schedule TO initially filed by KCPS Satellite
Communications, Limited Partnership, a limited partnership organized under the laws of the
State of Israel, KCPS Satellite Holdings Ltd., a corporation organized under the laws of
the State of Israel and KCPS PE Investment Management (2006) Ltd., a corporation organized
under the laws of the State of Israel, on June 8, 2009 with the Securities and Exchange
Commission (the “Schedule TO”), as amended by Amendment No. 1 to Schedule TO
filed on June 22, 2009, in connection with its offer to purchase 2,026,000 outstanding
ordinary shares, NIS 0.20 par value per share, of Gilat Satellite Networks Ltd.
(“Gilat”), at $3.65 per share, net to the seller 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 June 8, 2009 (the “Offer to Purchase”) and the
related Letter of Transmittal, copies of which were previously filed with 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 Schedule TO is intended to
satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of
1934, as amended. The information contained in the Schedule TO, the Offer to Purchase and
the Letter of Transmittal is incorporated herein by reference in response to all of the
items of this Amendment No. 2 to the Schedule TO, except that such information is hereby
amended and supplemented to the extent specifically provided herein.
Capitalized terms used herein but not
otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.
Items 1 through 9 and
Item 11
On July 7, 2009, KCPS issued a press
release denying rumors that it intends to increase its offer price for Gilat shares. 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 by incorporating
herein by reference the information contained in the press release, a copy of which is
attached hereto as Exhibit (a)(5)(D).
Item 12. Exhibits.
| (a)(1)(A)* |
|
Offer
to Purchase dated June 8, 2009 |
| (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 KCPS on June 8, 2009 |
| (a)(5)(B)* |
|
Form
of Cover of `Mifrat' to be filed with the Israeli Securities Authority on June 8, 2009** |
| (a)(5)(C)* |
|
Form
of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities
Authority on June 8, 2009** |
| (a)(5)(D) |
|
Text
of Press Release issued by KCPS on July 7, 2009 |
| (d)* |
|
Voting
Agreement dated June 5, 2009, by and among KCPS and the shareholders of Gilat listed on
Schedule 1 thereto |
| ** |
English
translation from Hebrew. |
SIGNATURE
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.
|
KCPS SATELLITE COMMUNICATIONS, LIMITED PARTNERSHIP
By: /s/ KCPS SATELLITE HOLDINGS LTD., its General Partner
|
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By: /s/ Gilead Halevy
——————————————
Gilead Halevy
Director |
By: /s/ Gilad Shavit
——————————————
Gilad Shavit
Director |
|
KCPS SATELLITE HOLDINGS LTD.
By: /s/ Gilead Halevy
——————————————
Gilead Halevy
Director |
By: /s/ Gilad Shavit
——————————————
Gilad Shavit
Director |
|
KCPS PE INVESTMENT MANAGEMENT (2006) LTD.
By: /s/ Gilead Halevy
——————————————
Gilead Halevy
Director |
By: /s/ Yitzhak Raab
——————————————
Yitzhak Raab
CFO and Director |
Dated: July 7, 2009
EXHIBIT INDEX
| (a)(1)(A)* |
|
Offer
to Purchase dated June 8, 2009 |
| (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 KCPS on June 8, 2009 |
| (a)(5)(B)* |
|
Form
of Cover of `Mifrat' to be filed with the Israeli Securities Authority on June 8, 2009** |
| (a)(5)(C)* |
|
Form
of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities
Authority on June 8, 2009** |
| (a)(5)(D) |
|
Text
of Press Release issued by KCPS on July 7, 2009 |
| (d)* |
|
Voting
Agreement dated June 5, 2009, by and among KCPS and the shareholders of Gilat listed on
Schedule 1 thereto |
| ** |
English
translation from Hebrew. |