Top Alpha Capital S.M. Ltd, Investment Arm completed the acquisition of additional 7.6% stake in Metalink, Ltd..
February 20, 2016
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Top Alpha Capital S.M. Ltd, Investment Arm made a tender offer to acquire additional 20.44% stake in Metalink, Ltd. (OTCPK:MTLK) for $0.71 million in cash on January 13, 2016. The transaction includes acquisition of 0.55 million shares for $1.3 each. If more than 0.55 million Metalink shares are validly tendered and not properly withdrawn, Top Alpha will purchase a pro rata number of Metalink shares from all tendering shareholders, so that Top Alpha would purchase no more than 0.55 million shares. If less than 0.55 million are validly tendered, but at least 0.14 million Metalink shares are validly tendered and Top Alpha will purchase a pro rata number of Metalink shares from all tendering shareholders, so that Top Alpha would purchase no more than 0.14 million shares. Top Alpha Capital possesses all necessary funds to consummate the offer from cash on hand.
On January 28, 2016, Metalink announced that it is filing a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission. Metalink shareholders are requested to defer making any determination whether to accept or reject such tender offer until they have been advised of the Board's position with respect to the tender offer. Deal is subject to minimum tender requirement of at least 5% shares being tendered along with authorization or consent of any U.S., Israeli or other governmental, administrative or regulatory agency is not conditioned on the receipt of financing or the approval of the Board of Directors of Metalink. On or before January 28, 2016 (the 10th business day from commencement of the tender offer), Metalink intends to file with the United States Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9 in which it will advise Metalink shareholders whether the Board recommends acceptance or rejection of the tender offer, expresses no opinion and remains neutral toward the tender offer, or is unable to take a position with respect to the tender offer, as well as setting forth the Board's reasons as for its position (or inability to take a position) with respect to the tender offer. As of February 17, 2016, Top Alpha announced that all of the conditions have been satisfied for its previously-announced tender offer. Offer will expire on February 17, 2016. VStock Transfer LLC acted as the information agent and as the depositary for Top Alpha for the tender offer and charged a fee of $2000. Steve Kronengold of SRK Kronengold Law Offices acted as legal advisor to Metalink, Ltd.
Top Alpha Capital S.M. Ltd, Investment Arm completed the acquisition of additional 7.55% stake in Metalink, Ltd. (OTCPK:MTLK) on February 21, 2016. A total of 0.2 million shares were acquired.
Metalink Ltd. is a fabless semiconductor company. The Company's broadband silicon solutions enable streaming video, voice and data transmission and delivery throughout communication networks across the world. The Company subcontracts its semiconductor wafer manufacturing, packaging and testing to semiconductor manufacturing companies in Taiwan. The Company focuses on considering strategic alternatives, including a possible business combination, other strategic transaction with a domestic or foreign, private or public operating entity or a going private transaction, including with any of its affiliates, and voluntary liquidation. The Company's products include digital subscriber line (DSL). A typical DSL chip set consists of an analog front-end (AFE) device and a digital device.