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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/24/14 Davidi Ishay SC TO-T 12:1.3M Gilat Satellite Networks Ltd Z-K Global Ltd/FA FIMI FIVE 2012 Ltd. Fimi Israel Opportunity Five, Limited Partnership Fimi Israel Opportunity IV, Limited Partnership FIMI IV 2007 Ltd. Fimi Opportunity IV, L.P. Fimi Opportunity V, L.P. Shira & Ishay Davidi Management Ltd. |
Document/Exhibit Description Pages Size 1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer HTML 58K 2: EX-99 Miscellaneous Exhibit -- exhibit_a1-a HTML 347K 3: EX-99 Miscellaneous Exhibit -- exhibit_a1-b HTML 129K 4: EX-99 Miscellaneous Exhibit -- exhibit_a1-c HTML 33K 5: EX-99 Miscellaneous Exhibit -- exhibit_a1-d HTML 44K 6: EX-99 Miscellaneous Exhibit -- exhibit_a1-e HTML 47K 7: EX-99 Miscellaneous Exhibit -- exhibit_a1-f HTML 29K 8: EX-99 Miscellaneous Exhibit -- exhibit_a1-g HTML 55K 9: EX-99 Miscellaneous Exhibit -- exhibit_a5-a HTML 17K 10: EX-99 Miscellaneous Exhibit -- exhibit_a5-b HTML 20K 11: EX-99 Miscellaneous Exhibit -- exhibit_a5-c HTML 34K 12: EX-99 Miscellaneous Exhibit -- exhibit_d HTML 37K
With copies to:
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Sharon Amir, Adv.
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel-Aviv 6789717, Israel
Telephone: +972-3-623-5000
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Andrew D. Thorpe
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
Telephone: (415) 773-5700
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CALCULATION OF FILING FEE
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Transaction Valuation*
$25,573,423
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Amount of Filing Fee**
$2,972
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*
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For purposes of calculating the filing fee only, this amount is based on the offer to purchase 5,166,348 ordinary shares of Gilat Satellite Networks Ltd. at a purchase price of $4.95 cash per share.
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**
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Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, as updated by Fee Advisory #1 for Fiscal Year 2015, by multiplying the transaction valuation by 0.0001162.
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£
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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: None.
Form or Registration No.: Not Applicable.
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Filing Party: Not Applicable.
Date Filed: Not Applicable.
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£
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
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S
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third-party tender offer subject to Rule 14d-1
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£
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issuer tender offer subject to Rule 13e-4
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£
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going-private transaction subject to Rule 13e-3
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£
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amendment to Schedule 13D under Rule 13d-2
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NO.
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DESCRIPTION
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(a)(1)(A)
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Offer to Purchase dated October 24, 2014.
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(a)(1)(B)
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Letter of Transmittal.
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(a)(1)(C)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
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(a)(1)(F)
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Notice of Objection.
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(a)(1)(G)
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Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
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(a)(5)(A)
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Text of Press Release issued by the Bidder on October 24, 2014.
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(a)(5)(B)
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Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on October 24, 2014.*
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(a)(5)(C)
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Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on October 24, 2014.*
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Agreement, dated September 17, 2014, by and among (1) FIMI Opportunity Fund IV, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership, and (2) York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (incorporated by reference to Exhibit 3 to Amendment No. 10 to Schedule 13D filed on September 18, 2014 by York Capital Management Global Advisors, LLC (File No. 005-49455).
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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English translation from Hebrew.
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FIMI OPPORTUNITY IV, L.P.
By: FIMI IV 2007 LTD., its general partner
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FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP
By: FIMI IV 2007 LTD., its general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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FIMI OPPORTUNITY V, L.P.
By: FIMI FIVE 2012 LTD., its general partner
By: /s/ Ishay Davidi
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FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP
By: FIMI FIVE 2012 LTD., its general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: Chief Executive Officer
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FIMI IV 2007 LTD.
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FIMI FIVE 2012 LTD.
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SHIRA AND ISHAY DAVIDI MANAGEMENT LTD.
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NO.
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DESCRIPTION
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(a)(1)(A)
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Offer to Purchase dated October 24, 2014.
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(a)(1)(B)
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Letter of Transmittal.
|
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(a)(1)(C)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
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(a)(1)(D)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
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(a)(1)(F)
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Notice of Objection.
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(a)(1)(G)
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Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
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(a)(5)(A)
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Text of Press Release issued by the Bidder on October 24, 2014.
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(a)(5)(B)
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Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on October 24, 2014.*
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(a)(5)(C)
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Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on October 24, 2014.*
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Agreement, dated September 17, 2014, by and among (1) FIMI Opportunity Fund IV, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership, and (2) York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (incorporated by reference to Exhibit 3 to Amendment No. 10 to Schedule 13D filed on September 18, 2014 by York Capital Management Global Advisors, LLC (File No. 005-49455).
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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English translation from Hebrew.
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This ‘SC TO-T’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 10/24/14 | |||
9/18/14 | SC 13D/A, SC TO-C | |||
9/17/14 | SC 13D/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/12/14 SEC UPLOAD¶ 9/23/17 1:162K Gilat Satellite Networks Ltd. |