OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING ORDINARY SHARES
OF
B.V.R. SYSTEMS (1998) LTD.
AT
$0.18 PER SHARE
BY
CHUN HOLDINGS LTD.,
A CORPORATION CONTROLLED BY
AVIV TZIDON,
AERONAUTICS DEFENSE SYSTEMS LTD.
AND
ITS TECHNOLOGIES PTE. LTD.
--------------------------------------------------------------------------------
OUR OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 23, 2003 UNLESS THE OFFER IS EXTENDED. SHARES OF B.V.R.
SYSTEMS TENDERED PURSUANT TO OUR OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
--------------------------------------------------------------------------------
OUR OFFER IS CONDITIONED ON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF OUR OFFER AT LEAST 48% OF
THE ISSUED AND OUTSTANDING SHARES OF B.V.R. SYSTEMS.
IF A NUMBER OF SHARES ARE TENDERED SUCH THAT, IF ACCEPTED FOR PAYMENT, WE
WOULD OWN MORE THAN 95% OF THE OUTSTANDING SHARES, WE WILL PURCHASE ALL SHARES
TENDERED. IF A NUMBER OF SHARES ARE TENDERED SUCH THAT, IF ACCEPTED FOR
PAYMENT, WE WOULD OWN MORE THAN 90%, BUT NOT MORE THAN 95%, OF THE OUTSTANDING
SHARES, WE WILL PURCHASE A PRO RATA NUMBER OF SHARES FROM ALL TENDERING
SHAREHOLDERS SO THAT WE WOULD OWN 90% OF THE OUTSTANDING SHARES. IF THIS WOULD
RESULT IN THE PURCHASE OF A FRACTIONAL NUMBER OF SHARES, WE WILL PURCHASE A PRO
RATA NUMBER OF WHOLE SHARES SO THAT WE WOULD OWN THE GREATEST NUMBER OF WHOLE
SHARES EQUAL TO LESS THAN 90% OF THE OUTSTANDING SHARES.
WE CURRENTLY DO NOT OWN ANY SHARES. OUR OFFER IS NOT CONDITIONED ON THE
AVAILABILITY OF FINANCING. OUR OFFER IS SUBJECT ONLY TO THE CONDITIONS SET
FORTH IN THIS DOCUMENT. PLEASE READ SECTION 15, WHICH SETS FORTH IN FULL THE
CONDITIONS TO OUR OFFER.
--------------------
IMPORTANT
If you want to tender all or any portion of your shares of B.V.R. Systems,
you should either (i) complete and sign the Letter of Transmittal (or facsimile
thereof) in accordance with the instructions in the Letter of Transmittal, have
your signature thereon guaranteed if required by Instruction 1 to the Letter of
Transmittal, mail or deliver the Letter of Transmittal (or a facsimile thereof)
and any other required documents to American Stock Transfer & Trust Company,
our Depositary, and either deliver the certificates for your shares to our
Depositary or tender your shares pursuant to the procedures for book-entry
transfer; or (ii) request your broker, dealer, commercial bank, trust company
or other nominee to tender your shares for you. If your shares are registered
in the name of a broker, dealer, commercial bank, trust company or other
nominee, you must contact your broker, dealer, commercial bank, trust company
or other nominee to tender your shares. If you want to tender shares and your
certificates representing your shares are not immediately available, or you
cannot comply with the procedures for book-entry transfer on a timely basis,
or you cannot deliver all required documents to our Depositary prior to the
expiration of our offer, you may tender your shares by following the procedures
for guaranteed delivery set forth in "The Offer-- Procedure for Tendering
Shares."
Under the Israeli Companies Law, all shareholders have an opportunity to
state whether they accept or oppose our offer. By tendering your shares, you
will state that you accept the offer for these purposes. If you wish to oppose
the offer, it is not sufficient to refrain from tendering your shares. Instead,
you must complete and submit the enclosed notice card (the "Opposition
Notice"). We may complete this offer only if the number of shares stated to
accept our offer is a majority among the total shares stated, not taking into
account shares held by any controlling shareholder of B.V.R. Systems and their
affiliates and shares held by the bidder group or by persons acting on its
behalf. See "The Offer--Procedure for Tendering Shares--Special Purchase Offer
Procedures."
We generally must withhold an Israeli tax from the cash that we pay to
you, unless you possess a valid and applicable certificate of exemption or
unless a ruling from the Israeli Income Tax Authorities determines otherwise.
The rate of withholding will be 1% if the payment is effected on or before
December 31, 2003 or 15% of the real capital gain, if any, from the sale of the
shares if the payment is effected on or after January 1, 2004. We intend to
apply to the Israeli Income Tax Authorities in order to receive a pre-ruling in
connection with our withholding tax obligations, with a view to receiving an
exemption from withholding with respect to certain categories of selling
shareholders, including foreign shareholders.
Questions and requests for assistance may be directed to our Information
Agent at the address and telephone numbers set forth on the back cover of this
document. Requests for additional copies of this document, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other tender offer materials
may also be obtained from our Information Agent.
--------------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR THE FAIRNESS OF SUCH
TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
--------------------
The Information Agent for our offer is:
Xxxxx Xxxxx & Co.
1 Azrieli Center
Tel-Aviv 67021
Israel
Attn.: Orly Tsioni
Telephone: 000-000-0-000-0000
Facsimile: 011-973-3-608-7713
The date of our offer is November 21, 2003
TABLE OF CONTENTS
PAGE NUMBER
SUMMARY ................................................................... 1
INTRODUCTION .............................................................. 4
THE OFFER ................................................................. 6
Terms of Our Offer ....................................................... 6
Acceptance for Payment ................................................... 7
Procedure for Tendering Shares ........................................... 8
Withdrawal Rights ........................................................ 11
Certain Tax Consequences ................................................. 12
Stock Listing; Price Range of Shares; Exchange Act Registration .......... 14
Certain Information Concerning B.V.R. Systems ............................ 15
Certain Information Concerning Us ........................................ 15
Source and Amount of Funds ............................................... 16
Dividends and Distributions .............................................. 16
Background of Our Offer .................................................. 16
Recommendation of B.V.R. Systems ......................................... 17
Purpose of Our Offer; Plans for B.V.R. Systems; Effects of Our Offer ..... 17
Israeli Companies Law, 1999; Rights of Shareholders in Our Offer ......... 18
Conditions to Our Offer and Rights to Withdraw Our Offer ................. 18
Certain Legal Matters .................................................... 19
Fees and Expenses ........................................................ 19
Miscellaneous ............................................................ 19
DIRECTORS AND EXECUTIVE OFFICERS OF CHUN HOLDINGS LTD. .................... A-1
DIRECTORS AND EXECUTIVE OFFICERS OF AERONAUTICS DEFENSE
SYSTEMS LTD. ............................................................. A-2
DIRECTORS AND EXECUTIVE OFFICERS OF iTS TECHNOLOGIES PTE. LTD. ............ A-3
--------------------------------------------------------------------------------
SUMMARY
We are providing this summary for your convenience. It highlights the most
material information regarding our offer, but you should realize that it does
not describe all of the details of our offer. We urge you to read this entire
document and the accompanying Letter of Transmittal because they contain the
full details of our offer. We have included references to the sections of this
document where a more complete discussion is set forth. If you have questions
or require assistance, contact our Information Agent at the address and
telephone number provided on the back cover of this document.
WHO IS OFFERING TO PURCHASE MY ORDINARY SHARES?
o We are Chun Holdings Ltd., an Israeli private company. We are offering
to purchase all of your ordinary shares of B.V.R. Systems. See
Introduction and "The Offer--Certain Information Concerning Us."
o We are controlled by Aviv Tzidon, Aeronautics Defense Systems Ltd. and
iTS Technologies Pte. Ltd. Because they control us and helped to structure
our offer, our offer may be deemed to be made on behalf of these
controlling persons, and in this offer to purchase we refer to them and us
collectively as our "bidder group." Our bidder group currently does not
own any outstanding ordinary shares of B.V.R. Systems.
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
o We are offering to pay $0.18 per share, in cash and without interest.
See "The Offer--Terms of Our Offer."
HOW MANY ORDINARY SHARES WILL YOU PURCHASE?
o We are offering to purchase all of the ordinary shares of B.V.R.
Systems. See "The Offer--Terms of Our Offer."
DO YOU HAVE ENOUGH FINANCIAL RESOURCES TO MAKE PAYMENT?
o We have deposited in escrow an amount of cash, $1,918,958, which is
sufficient to pay for all of the outstanding shares. The funds deposited
in the escrow account are derived from cash on hand of the members of the
bidder group. See "The Offer--Source and Amount of Funds."
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN YOUR OFFER?
o Because the form of payment consists solely of cash and our offer is not
conditioned on any financing arrangement, we do not think that our
financial condition is relevant to your decision to tender your shares in
our offer.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN YOUR OFFER?
o You may tender your ordinary shares until December 23, 2003, at 5:00
p.m., New York City time. If you are unable to deliver everything that is
required in order to make a valid tender by that time, you may be able to
use the guaranteed delivery procedure. See "The Offer--Terms of Our Offer"
and "The Offer--Procedure for Tendering Shares."
HOW WILL I BE NOTIFIED IF YOU EXTEND YOUR OFFER?
o If we decide to extend our offer, we will issue a press release no later
than 9:00 a.m., New York City time, on the previously scheduled expiration
date. See "The Offer--Terms of Our Offer."
ARE THERE ANY CONDITIONS TO YOUR OFFER?
o Our offer is conditioned on, among other things, there being validly
tendered and not withdrawn prior to the expiration of our offer at least
48% of the issued and outstanding shares of B.V.R. Systems.
--------------------------------------------------------------------------------
1
--------------------------------------------------------------------------------
o Under the Israeli Companies Law, all shareholders have an opportunity to
state whether they accept or oppose our offer. By tendering your shares,
you will state that you accept the offer for these purposes. If you wish
to oppose the offer, it is not sufficient to refrain from tendering your
shares. Instead, you must complete and submit an Opposition Notice. We may
complete this offer only if the number of shares stated to accept our
offer is a majority among the total shares stated, not taking into account
shares held by any controlling shareholder of B.V.R. Systems and their
affiliates and shares held by the bidder group or by persons acting on its
behalf. See "The Offer-- Procedure for Tendering Shares--Special Purchase
Offer Procedures."
IS THIS TENDER OFFER PART OF A GOING PRIVATE TRANSACTION?
o No. The shares of B.V.R. Systems already have been removed from the
Nasdaq SmallCap Market and the OTC Bulletin Board for reasons unrelated to
this offer. See "The Offer--Background of the Offer."
WHAT DOES B.V.R. SYSTEMS' BOARD OF DIRECTORS THINK OF YOUR OFFER?
o The board of directors of B.V.R. Systems has discussed the advisability
of our offer and has decided to recommend to the shareholders that they
accept our offer. See "The Offer--Recommendation of B.V.R. Systems."
ARE THE SHARES TRADED OR QUOTED ON ANY MARKET OR QUOTATION SYSTEM?
o The shares were removed from the OTC Bulletin Board on October 13, 2003.
The shares sporadically are quoted on the pink sheets under the symbol
"XXXXX.XX."
WHAT ARE THE TAX CONSEQUENCES OF YOUR OFFER?
o If you are a U.S. taxpayer, the receipt of cash for ordinary shares
pursuant to our offer will be a taxable transaction for U.S. federal
income taxation purposes. If you are an Israeli taxpayer, the receipt of
cash for shares pursuant to our offer is subject to taxation, although
exemptions may be available for some shareholders. Neither we nor B.V.R.
Systems will recognize taxable gain or loss as a result of this
transaction. See "The Offer--Certain Tax Consequences."
o We generally must withhold an Israeli tax from the cash that we pay to
you, unless you possess a valid and applicable certificate of exemption or
unless a ruling from the Israeli Income Tax Authorities determines
otherwise. The rate of withholding will be 1% if the payment is effected
on or before December 31, 2003 or 15% of the real capital gain, if any,
from the sale of the shares if the payment is effected on or after January
1, 2004. We intend to apply to the Israeli Income Tax Authorities in order
to receive a pre-ruling in connection with our withholding tax
obligations, with a view to receiving an exemption from withholding with
respect to certain categories of selling shareholders, including foreign
shareholders. See "The Offer--Certain Tax Consequences--Israeli Tax
Consequences."
WHAT ARE MY APPRAISAL RIGHTS?
o Under Section 338 of the Israeli Companies Law, if we complete our offer
and acquire the remaining shares of B.V.R. Systems through compulsory
acquisition, an Israeli court may, at the request of any shareholder who
sold shares to us, determine that the consideration paid for the shares
was less than the fair market value and decide that we should pay the fair
market value. See "The Offer--Israeli Companies Law, 1999; Rights of
Shareholders in Our Offer."
HOW DO I TENDER MY ORDINARY SHARES?
o To tender your ordinary shares, before the tender offer expires:
--------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
o if you hold physical share certificate(s), you must deliver your share
certificate(s) and a properly completed and duly executed Letter of
Transmittal to our Depositary at the address appearing on the back cover
of this document; or
o you must inform your broker of your decision to sell your shares so that
our Depositary receives a confirmation of receipt of your tender by
book-entry transfer; or
o you or your broker must comply with the guaranteed delivery procedure.
ONCE I HAVE TENDERED ORDINARY SHARES IN YOUR OFFER, CAN I WITHDRAW MY TENDER?
o You may withdraw your tender at any time before 5:00 p.m., New York City
time, on December 23, 2003 or, if we extend our offer, before 5:00 p.m.,
New York City time, on the date to which the offer is extended. Unless we
have previously purchased your shares, you may also withdraw your tender
after 5:00 p.m., New York City time, on January 20, 2004. If we announce a
subsequent offering period, any shares tendered during such period may not
be withdrawn. See "The Offer--Withdrawal Rights."
WHEN WILL YOU PAY FOR THE ORDINARY SHARES I TENDER?
o We will pay you the purchase price for the shares we purchase promptly
after the expiration of our offer, or any extension of it. If we announce
a subsequent offering period, we will promptly pay the purchase price for
any shares tendered during such period.
WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES?
o If you are a registered shareholder and you tender your shares directly to
our Depositary, you will not incur any brokerage commissions. If you hold
shares through a broker or a bank, we urge you to consult your broker or
bank to determine whether any transaction costs are applicable.
WHOM CAN I TALK TO IF I HAVE QUESTIONS?
o If you are a shareholder B.V.R. Systems and you have questions about our
offer, you may call Adv. Orly Tsioni, of Xxxxx Xxxxx & Co. at
011-972-3-608-7842.
--------------------------------------------------------------------------------
3
To the Holders of Ordinary Shares of B.V.R. Systems (1998) Ltd.
INTRODUCTION
We, Chun Holdings Ltd., hereby offer to purchase all outstanding ordinary
shares of B.V.R. Systems (1998) Ltd., par value NIS 1.0 per share, at a price
of $0.18 per share, in cash, less any withholding taxes due, without interest,
upon the terms and subject to the conditions set forth in this document and in
the related Letter of Transmittal. Unless otherwise indicated herein, all
references to "U.S. Dollars," "dollars," "US$," "$" or "xxxxx" are to the
currency of the United States and all references to "New Israeli Shekels" or
"NIS" are to the currency of Israel.
If you have shares of B.V.R. Systems registered in your own name and if
you tender directly to American Stock Transfer & Trust Company, our Depositary,
you will not be obligated to pay brokerage fees or commissions or, except as
set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the
sale of shares pursuant to our offer.
We generally must withhold an Israeli tax from the cash that we pay to
you, unless you possess a valid and applicable certificate of exemption or
unless a ruling from the Israeli Income Tax Authorities determines otherwise.
The rate of withholding will be 1% if the payment is effected on or before
December 31, 2003 or 15% of the real capital gain, if any, from the sale of the
shares if the payment is effected on or after January 1, 2004. We intend to
apply to the Israeli Income Tax Authorities in order to receive a pre-ruling in
connection with our withholding tax obligations, with a view to receiving an
exemption from withholding with respect to certain categories of selling
shareholders, including foreign shareholders.
Moreover, if you fail to complete and sign the Substitute Form W-9
included in the Letter of Transmittal or Form W-8, Certificate of Foreign
Status, as applicable, you may be subject to U.S. federal backup withholding of
28% of the gross proceeds payable to you pursuant to our offer. We will pay all
fees and expenses of Xxxxx Xxxxx & Co., which is acting as our Information
Agent, and of our Depositary, incurred in connection with our offer. If you
hold shares through a bank or a broker, you should check whether they charge
any service fees. See "The Offer--Fees and Expenses."
We are controlled by Aviv Tzidon, Aeronautics Defense Systems Ltd. and iTS
Technologies Pte. Ltd.
Aeronautics Defense Systems Ltd. is an Israeli company that specializes in
the research, development, manufacturing and integration of advanced command,
control, computers, communications and intelligence systems in aerial,
maritime, and ground platforms and in providing services for government and
commercial customers.
iTS Technologies Pte. Ltd. is a Singapore registered private limited
company. The principal activities of iTS are those relating to IT professional
services and systems consultancy; including the development, marketing and
maintenance of advance simulation and training systems for defense and other
industries.
Because they control us and helped to structure our offer, our offer may
be deemed to be made on behalf of these controlling persons, and in this offer
to purchase we refer to them and us collectively as our "bidder group." Our
bidder group currently does not own any ordinary shares of B.V.R. Systems.
Our offer is subject to the condition that a number of shares must be
validly tendered, and not withdrawn, as of the expiration time of our offer
that constitute at least 48% of the issued and outstanding shares of B.V.R.
Systems. If a number of shares are tendered such that, if accepted for payment,
we would own more than 95% of the outstanding shares, we will purchase all
shares tendered. If a number of shares are tendered such that, if accepted for
payment, we would own more than 90%, but not more than 95%, of the outstanding
shares, we will purchase a pro rata number of shares from all tendering
shareholders so that we would own 90% of the outstanding shares. If this would
result in the purchase of a fractional number of shares, we will purchase a pro
rata number of whole shares so that we would own the greatest number of shares
equal to less than 90% of the outstanding shares.
4
Our offer is not conditioned upon obtaining financing.
The board of directors of B.V.R. Systems has discussed the advisability of
our offer and has decided to recommend to the shareholders that they accept our
offer.
THIS DOCUMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE
WITH RESPECT TO OUR OFFER.
5
THE OFFER
1. TERMS OF OUR OFFER.
Upon the terms and subject to the conditions of our offer, we will accept
for payment and pay for all shares of B.V.R. Systems validly tendered, and not
withdrawn, prior to the Expiration Date. The term "Expiration Date" shall mean
5:00 p.m., New York City time, on December 23, 2003, unless and until we shall
have extended the period of time for which our offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which our
offer, as so extended by us, shall expire.
The purchase price for the ordinary shares will be $0.18 per share, in
cash and without interest. As of November 21, 2003, there were 10,660,874
ordinary shares of B.V.R. Systems issued and outstanding.
Our offer is subject to the condition that at least a number of shares
(5,117,220 shares as of November 18, 2003) must be validly tendered, and not
withdrawn, as of the Expiration Date that constitute at least 48% of the issued
and outstanding shares of B.V.R. Systems. If a number of shares are tendered
such that, if accepted for payment, we would own more than 95% of the
outstanding shares, we will purchase all shares tendered. If a number of shares
are tendered such that, if accepted for payment, we would own more than 90%,
but not more than 95%, of the outstanding shares, we will purchase a pro rata
number of shares from all tendering shareholders so that we would own 90% of
the outstanding shares. If this would result in the purchase of a fractional
number of shares, we will purchase a pro rata number of whole shares so that we
would own the greatest number of shares equal to less than 90% of the
outstanding shares. Our offer is not conditioned upon our receipt of financing.
See "The Offer--Conditions to Our Offer" for a detailed discussion of
conditions of our offer. If any of the conditions shall not have been met or
shall be determined by us not to have been met prior to the Expiration Date, we
reserve the right (but we shall not be obligated), subject to complying with
applicable rules and regulations of the Securities and Exchange Commission, to:
o decline to purchase any of the shares tendered in our offer, terminate
the offer and return all tendered shares to the tendering shareholders;
o waive any or all conditions to our offer and, to the extent permitted by
applicable law, purchase all shares validly tendered;
o extend our offer, subject to applicable law, and, subject to the right
of shareholders to withdraw the shares until the Expiration Date, retain
the shares which have been tendered during the period or periods for
which our offer is extended; or
o amend our offer.
Under the Israeli Companies Law, all shareholders have an opportunity to
state whether they accept or oppose our offer. By tendering your shares, you
will state that you accept the offer for these purposes. If you wish to oppose
the offer, it is not sufficient to refrain from tendering your shares. Instead,
you must complete and submit an Opposition Notice. We may complete this offer
only if the number of shares stated to accept our offer is a majority among the
total shares stated, not taking into account shares held by any controlling
shareholder of B.V.R. Systems and their affiliates and shares held by the
bidder group or by persons acting on its behalf. See "The Offer--Procedure for
Tendering Shares--Special Purchase Offer Procedures."
If we waive a material condition to our offer, our offer will remain open
for at least five business days after the waiver. Any extension, amendment or
termination of our offer will be followed as promptly as practicable by public
announcement thereof. The announcement, in the case of an extension, will be
issued no later than 9:00 a.m., New York City time, on the previously scheduled
Expiration Date, in accordance with the public announcement requirements of
Rule 14d-4(d) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Without limiting our obligation under that Rule or the manner
in which we may choose to make any public announcement, we currently intend to
make announcements by issuing a press release to BusinessWire.
6
If we extend our offer, or if we (whether before or after our acceptance
for payment of the shares) are delayed in our purchase of, or payment for, the
shares or are unable to pay for the shares pursuant to our offer for any
reason, then, without prejudice to our rights under our offer, our Depositary
may retain tendered shares on our behalf, and such shares may not be withdrawn
except to the extent tendering shareholders are entitled to withdrawal rights
as described in "The Offer--Withdrawal Rights." However, our ability to delay
the payment for the shares that we have accepted for payment is limited by Rule
14e-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by, or on behalf of,
holders of securities promptly after the termination or withdrawal of the
tender offer.
If we make a material change in the terms of our offer or the information
concerning our offer, or if we waive a material condition of our offer, we will
disseminate additional tender offer materials and extend our offer to the
extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act.
The minimum period during which our offer would have to remain open following
material changes in the terms of our offer or information concerning our offer,
other than a change in price or a change in the number of shares being sought,
would depend upon the facts and circumstances then existing, including the
relative materiality of the changed terms or information. In a public release,
the Securities and Exchange Commission has stated that, in its view, an offer
must remain open for a minimum period of time following a material change in
the terms of the offer and that a waiver of a material condition is a material
change in the terms of the offer. The release states that an offer should
remain open for a minimum of five (5) business days from the date a material
change is first published, or sent or given to security holders and that, if
material changes are made with respect to information not materially less
significant than the offer price and the number of shares being sought, a
minimum of ten (10) business days may be required to allow adequate
dissemination and investor response. The requirement to extend our offer will
not apply to the extent that the number of business days remaining between the
occurrence of the change and the then-scheduled Expiration Date equals or
exceeds the minimum extension period that would be required because of such
amendment.
B.V.R. Systems has provided us with B.V.R. Systems' shareholder lists and
security position listings for the purpose of disseminating our offer to
holders of the shares. This document and the related Letter of Transmittal will
be mailed by us to record holders of the shares and will be furnished by us to
brokers, dealers, banks and similar persons whose names, or the names of whose
nominees, appear on the shareholder lists or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of the shares.
2. ACCEPTANCE FOR PAYMENT.
Upon the terms and subject to the conditions of our offer (including, if
our offer is extended or amended, the terms and conditions of any such
extension or amendment), we will accept for payment and, subject to any
withholding taxes due, will pay, promptly after the Expiration Date, for all
shares validly tendered prior to the Expiration Date and not properly
withdrawn. All determinations concerning the satisfaction of such terms and
conditions will be within our sole discretion, which determinations will be
final and binding. See "The Offer--Terms of Our Offer" and "The
Offer--Conditions to Our Offer."
In all cases, payment for the shares accepted for payment pursuant to our
offer will be made only after timely receipt by our Depositary of (i)
certificates for such shares (or a timely Book-Entry Confirmation (as defined
below) with respect thereto), (ii) a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message (as
defined below), and (iii) any other documents required by the Letter of
Transmittal. If, prior to the Expiration Date, we increase the consideration
offered to any shareholders pursuant to our offer, the increased consideration
will be paid to all holders of shares purchased pursuant to our offer, whether
or not such shares were tendered prior to the increase in consideration.
For purposes of our offer, we will be deemed to have accepted for payment,
and thereby purchased, the shares properly tendered to us and not withdrawn,
when we give oral or written notice
7
to our Depositary of our acceptance for payment of such shares. Payment for the
shares accepted for payment pursuant to our offer will be made by deposit of
the purchase price therefor with our Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from us and
transmitting payment to tendering shareholders.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE
PAID BY US FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF OUR OFFER OR ANY
DELAY IN MAKING SUCH PAYMENT. UPON THE DEPOSIT OF FUNDS WITH OUR DEPOSITARY FOR
THE PURPOSE OF MAKING PAYMENTS TO TENDERING SHAREHOLDERS, OUR OBLIGATION TO
MAKE SUCH PAYMENT SHALL BE SATISFIED, AND TENDERING SHAREHOLDERS MUST
THEREAFTER LOOK SOLELY TO OUR DEPOSITARY FOR PAYMENT OF AMOUNTS OWED TO THEM BY
REASON OF THE ACCEPTANCE FOR PAYMENT OF THE SHARES PURSUANT TO OUR OFFER.
If we are delayed in our acceptance for payment of, or payment for, the
shares or are unable to accept for payment, the shares pursuant to our offer
for any reason, then, without prejudice to our rights under our offer (but
subject to compliance with Rule 14e-1(c) under the Exchange Act), our
Depositary may, nevertheless, on our behalf, retain tendered shares, and such
shares may not be withdrawn except to the extent tendering shareholders are
entitled to exercise, and duly exercise, their withdrawal rights.
If any tendered shares are not purchased pursuant to our offer for any
reason, or if certificates are submitted representing more shares than are
tendered, certificates representing the shares not tendered or not accepted for
purchase will be returned to the tendering shareholder, or such other person as
the tendering shareholder shall specify in the Letter of Transmittal, as
promptly as practicable following the expiration, termination or withdrawal of
our offer. In case of the shares delivered by book-entry transfer into our
Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedures set forth in "The Offer--Procedure for Tendering Shares," such
shares will be credited to such account maintained at a Book-Entry Transfer
Facility as the tendering shareholder shall specify in the Letter of
Transmittal, as promptly as practicable following the expiration, termination
or withdrawal of our offer. If no such instructions are given with respect to
the shares delivered by book-entry transfer, any such shares not tendered or
not purchased will be returned by crediting the account at the Book-Entry
Transfer Facility designated in the Letter of Transmittal as the account from
which such shares were delivered.
3. PROCEDURE FOR TENDERING SHARES.
Valid Tender. For the shares to be validly tendered pursuant to our offer,
either (i) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), together with any required signature guarantees, or in the
case of a book-entry transfer, an Agent's Message (as defined below), and any
other required documents, must be received by our Depositary at one of its
addresses set forth on the back cover of this document prior to the Expiration
Date and either certificates for tendered shares must be received by our
Depositary at one of such addresses or such shares must be delivered pursuant
to the procedures for book-entry transfer set forth below (and a Book-Entry
Confirmation (as defined below) received by our Depositary), in each case prior
to the Expiration Date; or (ii) the tendering shareholder must comply with the
guaranteed delivery procedures set forth below.
Book-Entry Transfer. Our Depositary will establish accounts with respect
to the shares at The Depository Trust Company, which will act as our
"Book-Entry Transfer Facility," for purposes of our offer within two (2)
business days after the date of this document. Any financial institution that
is a participant in the Book-Entry Transfer Facility's system may make
book-entry delivery of the shares by causing the Book-Entry Transfer Facility
to transfer such shares into our Depositary's account in accordance with the
Book-Entry Transfer Facility's procedure for such transfer. However, although
delivery of the shares may be effected through book-entry transfer into our
Depositary's account at the Book-Entry Transfer Facility, the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message, and any other
required documents must, in any case, be transmitted to, and received by, our
Depositary at one of its addresses set forth on the back cover of this document
prior to the Expiration Date, or the tendering
8
shareholder must comply with the guaranteed delivery procedures described
below. The confirmation of a book-entry transfer of shares into our
Depositary's account at the Book-Entry Transfer Facility as described above is
referred to herein as a "Book-Entry Confirmation."
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE
WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that we may
enforce such agreement against the participant.
THE METHOD OF DELIVERY OF THE SHARES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. THE SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY OUR DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (i) if the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section, includes any participant
in the Book Entry Transfer Facility's system whose name appears on a security
position listing as the owner of the shares) of the shares tendered therewith
and such registered holder has not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
the Letter of Transmittal; or (ii) if such shares are tendered for the account
of a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each, an
"Eligible Institution" and, collectively, "Eligible Institutions"). In all
other cases, all signatures on Letters of Transmittal must be guaranteed by an
Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal.
If the certificates for the shares are registered in the name of a person
other than the signer of the Letter of Transmittal, or if payment is to be
made, or certificates for the shares not tendered or not accepted for payment
are to be returned, to a person other than the registered holder of the
certificates surrendered, then the tendered certificates for such shares must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name or names of the registered holder(s) or owner(s) appear on
the certificates, with the signatures on the certificates or stock powers
guaranteed as aforesaid. See Instruction 5 to the Letter of Transmittal.
Guaranteed Delivery. If a shareholder desires to tender the shares
pursuant to our offer and such shareholder's certificates for the shares are
not immediately available or the procedures for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach our Depositary prior to the Expiration Date, such shareholder's tender
may be effected if all the following conditions are met:
o such tender is made by or through an Eligible Institution;
o a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by us, is received by our Depositary,
as provided below, prior to the Expiration Date; and
o the certificates for (or a Book-Entry Confirmation with respect to) such
shares, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message,
and any other required documents, are received by our Depositary within
three trading days after the date of execution of such Notice of
Guaranteed Delivery. A "trading day" is any
9
day on which the Nasdaq National Market, operated by the National
Association of Securities Dealers, Inc., is open for business.
The Notice of Guaranteed Delivery may be delivered by hand to our
Depositary or transmitted by telegram, facsimile transmission or mail to our
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for the shares
accepted for payment pursuant to our offer will in all cases be made only after
timely receipt by our Depositary of (i) certificates for (or a timely
Book-Entry Confirmation with respect to) such shares; (ii) a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message; and (iii) any other documents required by the Letter of
Transmittal. Accordingly, tendering shareholders may be paid at different times
depending upon when certificates for shares or Book-Entry Confirmations with
respect to the shares are actually received by our Depositary.
We are not offering to purchase outstanding options to purchase shares. If
you hold vested options and wish to participate in our offer, you may
participate in the offer by exercising your options and tendering the resulting
shares in our offer.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE
PAID BY US FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF OUR OFFER OR ANY
DELAY IN MAKING SUCH PAYMENT.
The valid tender of the shares pursuant to one of the procedures described
above will constitute a binding agreement between the tendering shareholder and
us upon the terms and subject to the conditions of our offer.
Special Purchase Offer Procedures. This tender offer is a "special
purchase offer" subject to Section 328 of the Israeli Companies Law. To comply
with these provisions of the Israeli Companies Law:
o This tender offer is addressed to all holders of ordinary shares of
B.V.R. Systems.
o All shareholders have an opportunity to state whether they accept or
oppose this tender offer.
o We may complete this tender offer only if the number of shares stated to
accept our offer is a majority among the total shares stated, not taking
into account shares held by any controlling shareholder of B.V.R. Systems
and their affiliates and shares held by the bidder group or by persons
acting on its behalf.
o If we duly complete this offer, then all shareholders who had not stated
their position on the Purchase Offer, or who had opposed it, may ratify
the offer by contacting the Depository not later than four days after we
publish a notice that we have accepted shares in this offer. A
shareholder who contacts the Depository and ratifies the offer by
tendering his/her/its shares in the manner stated herein shall be
entitled to the same consideration paid in the offer.
By tendering your shares, you will state that you accept the offer for
purposes of Section 328 of the Israeli Companies Law. If you wish to oppose the
offer, it is not sufficient to refrain from tendering your shares. Instead, you
must complete and submit the enclosed Opposition Notice, together with a copy,
certified by a Public Notary, of your share certificates to the offices of the
Depositary.
Appointment. By executing the Letter of Transmittal as set forth above
(including delivery through an Agent's Message), the tendering shareholder will
irrevocably appoint our designees as such shareholder's attorneys-in-fact and
proxies, in the manner set forth in the Letter of Transmittal, each with full
power of substitution, to the full extent of such shareholder's rights with
respect to the shares tendered by such shareholder and accepted for payment by
us, and with respect to any and all non-cash dividends, distributions, rights,
other shares or other securities issued or issuable in respect of such shares
on or after December 23, 2003 (collectively, "Distributions"). All such proxies
will be considered coupled with an interest in the tendered shares. Such
appointment will be effective if and when, and only to the extent that, we
accept for payment the shares tendered by such shareholder as
10
provided herein. All such powers of attorney and proxies will be irrevocable
and will be deemed granted in consideration of the acceptance for payment of
the shares tendered in accordance with the terms of our offer. Upon such
appointment, all prior powers of attorney, proxies and consents given by such
shareholder with respect to such shares (and any and all Distributions) will,
without further action, be revoked and no subsequent powers of attorney,
proxies, consents or revocations may be given by such shareholder (and, if
given, will not be deemed effective). Our designees will thereby be empowered
to exercise all voting and other rights with respect to such shares (and any
and all Distributions), including, without limitation, in respect of any annual
or special meeting of B.V.R. Systems' shareholders (and any adjournment or
postponement thereof), actions by written consent in lieu of any such meeting
or otherwise, as each such attorney-in-fact and proxy or his substitute shall
in his sole discretion deem proper. We reserve the right to require that, in
order for the shares to be deemed validly tendered, immediately upon our
acceptance for payment of such shares, we must be able to exercise full voting,
consent and other rights with respect to such shares (and any and all
Distributions), including voting at any meeting of shareholders.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of shares
will be determined by us, in our sole discretion, which determination will be
final and binding. We reserve the absolute right to reject any or all tenders
of any shares determined by us not to be in proper form or the acceptance for
payment of which, or payment for which, may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right, in our sole discretion, to waive
any of the conditions of our offer or any defect or irregularity in the tender
of any shares of any particular shareholder, whether or not similar defects or
irregularities are waived in the case of other shareholders. No tender of
shares will be deemed to have been validly made until all defects or
irregularities relating thereto have been cured or waived. None of us, our
Depositary, our Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification. Our interpretation of the
terms and conditions of our offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
Backup Withholding Tax. Under the backup withholding tax provisions of
federal income tax law, unless a tendering holder of shares satisfies the
conditions described in Instruction 9 of the Letter of Transmittal or is
otherwise exempt, the cash payable to such holder in the offer may be subject
to backup withholding tax at a rate of 28%. To prevent backup withholding tax,
each tendering holder should complete and sign the Substitute Form W-9 included
in the Letter of Transmittal or the Form W-8, Certificate of Foreign Status, as
applicable. See Instruction 9 to the Letter of Transmittal.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section, tenders of shares are
irrevocable. Shares tendered pursuant to our offer may be withdrawn pursuant to
the procedures set forth below at any time prior to the Expiration Date and,
unless theretofore accepted for payment and paid for by us pursuant to our
offer, may also be withdrawn at any time after 5:00 p.m., New York City time,
on January 20, 2004. If we announce a subsequent offering period as provided in
Rule 14d-11 of the Exchange Act, any shares tendered during such period may not
be withdrawn if they are immediately accepted and promptly paid for by us.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by our Depositary at
one of its addresses set forth on the back cover of this document and must
specify the name of the person having tendered the shares to be withdrawn, the
number of shares to be withdrawn and the name of the registered holder of the
shares to be withdrawn, if different from the name of the person who tendered
the shares. If certificates for shares have been delivered or otherwise
identified to our Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted
to our Depositary and, unless such shares have been tendered by an Eligible
Institution, the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution. If the shares have been delivered pursuant to the
procedures for book-entry transfer as set forth above, any notice of withdrawal
must also specify the name and number of the account at the appropriate
Book-Entry
11
Transfer Facility to be credited with the withdrawn shares and otherwise comply
with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of
the shares may not be rescinded, and any shares properly withdrawn will
thereafter be deemed not validly tendered for purposes of our offer. However,
withdrawn shares may be tendered again by following one of the procedures
described above any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. Neither we, our Depositary, our
Information Agent, nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
5. CERTAIN TAX CONSEQUENCES.
United States Federal Income Tax Consequences. The following is a general
discussion of the principal United States federal income tax consequences to a
United States holder of the receipt of cash in exchange for the ordinary shares
of B.V.R. Systems pursuant to our offer. This discussion considers only United
States holders that hold ordinary shares as capital assets. This discussion is
based on current provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), current and proposed Treasury regulations promulgated thereunder,
and administrative and judicial decisions as of the date hereof, all of which
are subject to change, possibly on a retroactive basis. This discussion assumes
that B.V.R. Systems has never been classified as a passive foreign investment
company, as defined in the Code. This discussion does not address all aspects
of United States federal income taxation that may be relevant to any particular
shareholder based on such shareholder's individual circumstances. In
particular, this discussion does not address the potential application of the
alternative minimum tax or the United States federal income tax consequences to
United States holders that are subject to special treatment, including United
States holders that:
o are broker-dealers or insurance companies,
o have elected mark-to-market accounting,
o are tax-exempt organizations,
o are financial institutions or "financial services entities,"
o hold class A common shares as part of a straddle, "hedge" or "conversion
transaction" with other investments,
o own directly, indirectly or by attribution at least 10% of our voting
power, and
o have a functional currency that is not the U.S. dollar.
In addition, this discussion does not address any aspect of state, local
or non-United States tax laws. Material aspects of United States federal income
tax relevant to a holder other than a United States holder, or a "Non-United
States holder," are also discussed below.
For purposes of this summary, a "United States holder" is a beneficial
owner of the shares that is, for United States federal income tax purposes:
o a citizen or resident of the United States,
o a corporation created or organized in the United States or under the
laws of the United States or of any state (or the District of Columbia),
o an estate, the income of which is includible in gross income for United
States federal income tax purposes regardless of its source, or
o a trust, (a) if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more
U.S. persons have the authority to control all substantial decisions of
the trust or (b) if it has a valid election in effect under applicable
Treasury regulations to be treated as a United States person.
12
The receipt of cash in exchange for ordinary shares of B.V.R. Systems by a
United States holder pursuant to our offer will be a taxable transaction for
United States federal income tax purposes and may also be a taxable transaction
under applicable state, local or foreign tax laws. In general, a United States
holder will recognize gain or loss equal to the difference between the amount
received in exchange for the holder's ordinary shares pursuant to our offer and
the holder's adjusted tax basis in the ordinary shares. Such gain or loss will
be capital gain or loss and will be long-term capital gain or loss if the
United States holder's holding period for such ordinary shares exceeds one
year. Gain or loss realized by a United States holder on the exchange of the
ordinary shares generally will be treated as United States-source gain or loss.
The deductibility of a capital loss recognized on the exchange is subject to
limitations.
Under recently enacted amendments to the Code, long-term capital gain
realized by individuals is generally subject to United States federal income
tax at a reduced maximum tax rate of 15 percent through December 31, 2008.
Except as described below, a Non-United States holder of ordinary shares
will not be subject to U.S. federal income or withholding tax on the payment of
proceeds from the disposition of ordinary shares, unless:
o such item is effectively connected with the conduct by the Non-United
States holder of a trade or business in the United States and, in the
case of a resident of a country which has a treaty with the United
States, such as Israel, such item is attributable to a permanent
establishment or, in the case of an individual, a fixed place of
business, in the United States;
o the Non-United States holder is an individual who holds the ordinary
shares as a capital asset and is present in the United States for 183
days or more in the taxable year of the disposition and does not qualify
for an exemption; or
o such item is subject to tax pursuant to the provisions of United States
tax law applicable to U.S. expatriates.
United States holders are subject to information reporting and back-up
withholding (at a rate of 28%) on proceeds paid from the disposition of
ordinary shares unless the U.S. Holder provides IRS Form W-9 or otherwise
establishes an exemption.
Non-United States holders generally are not subject to information
reporting or back-up withholding upon the disposition of ordinary shares,
provided that such non-U.S. Holder establishes its non-U.S. status (or other
exemption) in the manner required by Treasury regulations.
The amount of any back-up withholding will be allowed as a credit against
a United States or Non-United States holder's United States federal income tax
liability and may entitle such holder to a refund, provided that the required
information is furnished to the Internal Revenue Service.
The United States federal income tax discussion set forth above is
included for general information only and is based upon laws, regulations,
pronouncements and decisions now in effect, all of which are subject to change
(possibly retroactively). United States holders are urged to consult their tax
advisors with respect to the specific tax consequences of our offer to them,
including the application and effect of the alternative minimum tax, and state,
local and foreign tax laws.
Israeli Tax Consequences. Under current Israeli law, capital gains
received by individual shareholders and certain corporate shareholders (which
are not subject to the provisions of the Inflationary Adjustments Law) upon the
sale of B.V.R. Systems ordinary shares are subject to a 15% tax rate on any
capital gain accrued from January 1, 2003. Such gains accrued prior to that
date are generally exempt from tax . These rules are applicable, inter alia, to
an Israeli resident company whose shares are traded on a recognized stock
exchange or recognized over-the-counter market outside of Israel (if the shares
are not considered to be so traded, different taxation rules with less
favorable consequences may be applicable).
The tax basis of shares acquired prior to January 1, 2003 will be
determined in accordance with the average closing share price in the three
trading days preceding January 1, 2003. However, a
13
request may be made to the tax authorities to consider the actual adjusted cost
of the shares as the tax basis if it is higher than such average price.
Notwithstanding the foregoing, dealers in securities in Israel are taxed
at regular tax rates applicable to business income. Israeli corporate
shareholders to which the provision of the Inflationary Adjustments Law apply
will be liable to tax on any gains from the sale of B.V.R. Systems shares.
Foreign residents will, in general continue to be exempt from capital gains tax
on the sale of traded securities of Israeli companies, so long as the gain is
not derived through a permanent establishment the foreign residents maintain in
Israel. However, non-Israeli corporations will not be entitled to such
exemption if an Israeli resident (i) has a controlling interest of 25% or more
in such non-Israeli corporation, or (ii) is the beneficiary or is entitled to
25% or more of the revenues or profits of such non-Israeli corporation, whether
directly or indirectly.
Special rules will apply to shareholders who held B.V.R. Systems shares
before the initial listing of these shares for trade on the Nasdaq SmallCap
Market.
Pursuant to the convention between the Governments of the United States
and Israel with respect to taxes on income, or the U.S.-Israel tax treaty, the
sale, exchange or disposition of B.V.R. Systems' ordinary shares by a person
who qualifies as a resident of the United States under the treaty and who is
entitled to claim the benefits afforded to him by the treaty, will generally
not be subject to Israeli capital gains tax. This exemption shall not apply to
a person who held, directly or indirectly, shares representing 10% or more of
the voting power in B.V.R. Systems during any part of the 12-month period
preceding the sale, exchange or disposition, subject to certain conditions. A
sale, exchange or disposition of B.V.R. Systems' shares by a U.S. resident
qualified under the treaty, who held, directly or indirectly, shares
representing 10% or more of the voting power in B.V.R. Systems at any time
during the preceding 12-month period would be subject to Israeli tax, to the
extent applicable and subject to the exemption mentioned above; however, under
the treaty, this U.S. resident would be permitted to claim a credit for those
Israeli taxes against the U.S. income tax with respect to the sale, exchange or
disposition, subject to the limitations in U.S. laws applicable to foreign tax
credits. The limitations include rules denying a credit or deduction for
withheld Israeli taxes if such withheld taxes are recoverable by the United
States holder from the Israeli Income Tax Authorities.
The bidder group will in general be required to withhold Israeli tax at
source from the consideration paid to the tendering shareholders, unless a
shareholder possesses a valid and applicable certificate of exemption or unless
a ruling from the Israeli Income Tax Authorities determines otherwise. The
bidder group intends to apply to the Israeli Income Tax Authorities in order to
receive such a pre-ruling in connection with its withholding tax obligations,
with a view to receiving an exemption from withholding with respect to certain
categories of selling shareholders, including foreign shareholders. In the
absence of such a ruling, the rate of withholding will be 1% of the
consideration if the payment is effected on or before December 31, 2003 or 15%
of the real capital gain, if any, from the sale of the shares if the payment is
effected on January 1, 2004 or thereafter.
6. STOCK LISTING; PRICE RANGE OF SHARES; EXCHANGE ACT REGISTRATION.
Stock Listing. The ordinary shares of B.V.R. Systems traded on the Nasdaq
SmallCap Market under the symbol "BVRS" until they were removed on February 13,
2003. They then were quoted on the OTC Bulletin Board under the symbol "BVRSF"
until October 13, 2003. The shares now are quoted from time to time on the pink
sheets under the symbol "XXXXX.XX".
Price Range of Shares. The following table sets forth the high and low
closing price for the ordinary shares as reported by the Nasdaq SmallCap Market
and the Over-the-Counter Bulletin Board for the periods indicated:
14
HIGH LOW
---------- ----------
2001
First Quarter ................................ $ 3.50 $ 1.50
Second Quarter ............................... $ 2.31 $ 1.00
Third Quarter ................................ $ 3.50 $ 2.03
Fourth Quarter ............................... $ 3.02 $ 2.40
2002
First Quarter ................................ $ 3.00 $ 2.48
Second Quarter ............................... $ 2.65 $ 1.75
Third Quarter ................................ $ 2.42 $ 1.02
Fourth Quarter ............................... $ 1.07 $ 0.50
2003
First Quarter ................................ $ 1.10 $ 0.37
Second Quarter ............................... $ 0.90 $ 0.75
Third Quarter ................................ $ 0.99 $ 0.10
Fourth Quarter (through November 17) ......... $ 0.70 $ 0.12
Exchange Act Registration. On October 9, 2003, B.V.R. Systems filed a
certification on Form 15 with the SEC to de-register its ordinary shares under
the Exchange Act because they were held of record by fewer than 300 persons.
7. CERTAIN INFORMATION CONCERNING B.V.R. SYSTEMS.
Available Information. The certification on Form 15 filed by B.V.R.
Systems on October 9, 2003 immediately suspended its obligation to file
periodic reports under the Exchange Act. Therefore, the reports and other
information of B.V.R. Systems on file with the SEC may be out of date. Prior to
November 11, 2002, B.V.R. Systems filed reports, including annual reports on
Form 20-F, and other information with the SEC relating to its business,
financial condition and other matters, on paper. Copies of those paper filings
should be available for inspection at the public reference facilities of the
SEC at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and at the regional
offices of the SEC located at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and
Citicorp Center, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000. Copies
of those paper filings also should be obtainable by mail, upon payment of the
SEC's customary charges, by writing to the SEC's principal office at 000 Xxxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
Since November 11, 2002 and until October 2003, B.V.R. Systems has filed
those reports and other information electronically, and they are available on
the Internet at xxx.xxx.xxx.
8. CERTAIN INFORMATION CONCERNING US.
We are a corporation organized under the laws of Israel. We are controlled
by Aviv Tzidon, Aeronautics Defense Systems Ltd. and iTS Technologies Pte. Ltd.
We currently do not own any outstanding shares of B.V.R. Systems. Our principal
offices are located at c/o Xxxxx Xxxxx & Co., 0 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxxxxx. We are not subject to the informational filing requirements of the
Exchange Act.
See Xxxxx A for certain information concerning our directors and officers,
and the directors and officers of Aeronautics Defense Systems Ltd. and iTS
Technologies Pte. Ltd.
No member of our bidder group nor, to the best of our knowledge, any of
the other persons listed on Annex A, nor any affiliate or majority-owned
subsidiary of any of the foregoing, nor any of the respective executive
officers, directors or subsidiaries of any of the foregoing, has effected any
transaction in the shares during the past 60 days, except that Xxxx Xxxxxx
purchased in the market during the last month 50,000 shares of B.V.R. Systems
and sold them in the market.
Except as set forth in this document, no member of our bidder group, nor
to the best of our knowledge, any other person listed on Annex A, nor any
affiliate or majority-owned subsidiary of the foregoing, beneficially owns or
has a right to acquire ordinary shares of B.V.R. Systems.
Except as set forth in this document, no member of our bidder group, nor
to the best of our knowledge, any of the other persons listed on Annex A
hereto, has any contract, arrangement,
15
understanding or relationship with any other person with respect to any
securities of B.V.R. Systems, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any securities of B.V.R. Systems, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or
the giving or withholding of proxies.
Except as set forth in this document, no member of our bidder group, nor
to the best of our knowledge, any of the other persons listed on Annex A:
o has had, during the past two years, any negotiations, contacts or
material transactions with B.V.R. Systems or any of its executive
officers, directors or affiliates, concerning any merger, consolidation,
acquisition, tender offer, election of directors, or the sale of a
material amount of the assets of, B.V.R. Systems, except for a business
relationship between B.V.R. Systems and iTS Technologies Pte. Ltd. and
its affiliates to cooperate on certain projects as a subcontractor and to
provide technical support; or
o has any agreement, arrangement or understanding and any actual or
potential conflict of interest with B.V.R. Systems or any of its
executive officers, directors or affiliates.
Except as set forth in this document, no member of our bidder group, nor
to the best of our knowledge, any of the other persons listed on Annex A, (i)
has been convicted in a criminal proceeding in the past five years (excluding
traffic violations or similar misdemeanors); or (ii) has been party to any
judicial or administrative proceeding during the past five years (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, U.S. federal or state securities laws, or
a finding of any violation of U.S. federal or state securities laws.
The members of our bidder group have filed with the Commission a Tender
Offer Statement on Schedule TO that contains additional information with
respect to our offer. This Schedule TO, and any amendments thereto, is
available on the Internet at xxx.xxx.xxx.
9. SOURCE AND AMOUNT OF FUNDS.
Our offer is not conditioned upon any financing arrangements. We have
deposited in escrow an amount of cash, $1,918,958, which is sufficient to pay
for all of the outstanding shares. The funds deposited in the escrow account
are derived from cash on hand of the members of the bidder group.
10. DIVIDENDS AND DISTRIBUTIONS.
To our knowledge, B.V.R. Systems does not have a set policy regarding
dividends.
11. BACKGROUND OF OUR OFFER.
During the last week of October 2003, the bidder group became aware
through the Israeli media that B.V.R. Systems had been having financial
difficulties and was considering a sale of the company or its assets.
Xxxx Xxxxxx, as representative of the bidder group, during the last week
of October 2003, approached the management of Elisra Electronics Systems Ltd.,
the majority shareholder of B.V.R. Systems, and informed them of the bidder
group's interest in B.V.R. Systems. Xx. Xxxxxx offered to purchase Xxxxxx's
holdings in B.V.R. Systems at a price per share of $0.18. Xxxxxx said it would
accept the offer only if the bidder group made a tender offer to all
shareholders of B.V.R. Systems on the same terms. In addition, Xxxxxx demanded
that the bidder group provide a credit line to B.V.R. Systems.
On October 30, 2003, after negotiations with Xx. Xxxxxxxx Xxxxxx, CEO of
Koor Industries Ltd., the parent company of Elisra, Xx. Xxxxx Xxxxx, CFO of
Koor and Chairman of the Board of Directors of B.V.R. Systems and Mr. Xxx
Xxxxxx, CFO of Elisra and director of B.V.R. Systems, Xx. Xxxxxx, on behalf of
the bidder group, entered into a letter agreement with the Board of Directors
of B.V.R. Systems which included the following terms:
16
o An undertaking by us to commence this tender offer;
o an undertaking by us, if we successfully complete this offer, to extend
a line of credit to B.V.R. Systems in the amount of U.S.$5 million; and
o an agreement by B.V.R. Systems not to negotiate or cooperate with any
third party in connection with any sale of the assets or operations of
B.V.R. Systems until the earlier of the completion of this tender offer
or January 31, 2004.
Also under the letter agreement, we have deposited approximately $1.9
million in a trust account for the benefit of B.V.R. Systems to provide cash to
the holders of ordinary shares who tender pursuant to this offer, and we have
deposited approximately $1.8 million in a second trust account for the benefit
of B.V.R. Systems to provide part of the amount to be extended in the line of
credit. If we complete this offer successfully but fail to provide the line of
credit, B.V.R. Systems will have the right to $0.9 million of the funds in the
second trust account.
In conversations we have had with Xx. Xxxxx Xxxxx and Mr. Xxx Xxxxxx.
Messrs. Xxxxx and Xxxxxx expressed the belief that Xxxxxx will accept our offer
in accordance with the terms detailed herein. Messrs. Xxxxx and Xxxxxx
undertook to take steps to convene a meeting of the Board of Directors of
Elisra to consider our offer and, if Xxxxxx accepts our offer and tenders its
shares, to convene a meeting of the Board of Directors of B.V.R. Systems to
consider the appointment of Xxxx Xxxxxx as Chairman of the Board of Directors
of B.V.R. Systems, subject to the Articles of Association of B.V.R. Systems and
applicable law.
12. RECOMMENDATION OF B.V.R. SYSTEMS.
The board of directors of B.V.R. Systems has discussed the advisability of
our offer and has decided to recommend to the shareholders that they accept our
offer.
13. PURPOSE OF OUR OFFER; PLANS FOR B.V.R. SYSTEMS; EFFECTS OF OUR OFFER.
If the conditions to our offer are satisfied, at the time that we accept
the tendered shares, we will become the owner of at least 48% of the share
capital of the B.V.R. Systems.
Following our acquisition of B.V.R. Systems it is our intention to replace
the board of directors (other than the outside directors) and the management of
B.V.R. Systems, and to elect a new board of directors which will reflect the
change of ownership in B.V.R. Systems.
We have undertaken, if we complete this offer successfully, to provide to
B.V.R. Systems a U.S.$5 million line of credit. The line of credit would be in
existence for three years and would bear interest at the rate of LIBOR plus two
percent per year. The credit provided under the line of credit would be
repayable in one payment on the third anniversary of the date that we provide
such credit. To secure this undertaking, we have deposited U.S.$1.8 million in
a trust account for the benefit of B.V.R. Systems. If we complete this offer
successfully but fail to provide the line of credit, B.V.R. Systems will have
the right to U.S.$0.9 million of the funds in the trust account.
Except as otherwise described in this document, the bidder group has no
current plans or proposals that would result in any of the following:
o any material changes in B.V.R. Systems' corporate structure or business;
o any material change in the present dividend policy, indebtedness or
capitalization of B.V.R. Systems;
o a merger or a reorganization; or
o a sale or transfer of a material amount of B.V.R. Systems' assets.
Nonetheless, following the acquisition, we intend to perform a further review
of the business of B.V.R. Systems in order to enable us effectively to plan our
future management strategies to revitalize B.V.R. Systems. In connection with
this review, we reserve the right to implement changes to the corporate
17
structure, business and dividend policy of B.V.R. Systems. In addition,
following the consummation of our offer, we reserve the right to consider and
act upon any strategic opportunity such as a merger, reorganization or sale or
transfer of all or some of the material assets of B.V.R. Systems. We intend to
raise money for the activities of B.V.R. Systems, as shall be required. Any
action we decide to take with respect to any strategic opportunity will be
carried out in accordance with the laws and regulations applicable to B.V.R.
Systems.
14. ISRAELI COMPANIES LAW, 1999; RIGHTS OF SHAREHOLDERS IN OUR OFFER.
Israeli Companies Law, 1999 requires that an acquisition of shares in a
public company which shares are traded on a stock exchange must be made by
means of a tender offer for all of the shares or series of shares of such
company, if as a result of the acquisition the offeror would become a holder of
more than 90% of the company's shares or series of shares. This is called a
"full tender offer." Our offer is being conducted in accordance with this
requirement.
Section 337(a) of Israeli Companies Law states that where a full tender
offer results in the offeror holding more than 95% of the issued shares or
series of shares of the subject company, a compulsory acquisition of the
remaining shares will occur and the offeror also automatically, without any
further action on part of the offeror or the remaining shareholders, becomes
the owner of all of the remaining shares, and becomes obligated to pay the
price per share offered in the tender offer to the former holders of those
shares. Under Section 337(b) of Israeli Companies Law, if the full tender offer
does not result in the offeror holding more than 95% of the issued shares or
series of shares of the subject company, the offeror may not acquire such
shares that would give the offeror a holding of more than 90% of all the
shares.
Any shareholder tendering its shares in a full tender offer may request
that an appropriate Israeli court determine that the consideration offered was
not fair. Such a request to the court should be made within three month from
the day the full tender offer was consummated. The court may decide that the
fair market value was not paid to the shareholder and require that fair market
value be paid to the shareholder.
15. CONDITIONS TO OUR OFFER AND RIGHTS TO WITHDRAW OUR OFFER.
Our offer is subject to the condition that a number of shares must be
validly tendered, and not withdrawn, as of the expiration time of the offer
that constitute at least 48% of the issued and outstanding shares. This
condition is for our sole benefit, may be asserted by us regardless of the
circumstances which may cause an insufficient number of shares to be validly
tendered and not withdrawn, and may be waived by us at any time before the
expiration date of our offer.
Under the Israeli Companies Law, all shareholders have an opportunity to
state whether they accept or oppose our offer. See "The Offer--Procedure for
Tendering Shares--Special Purchase Offer Procedures." We may complete our offer
only if the number of shares stated to accept our offer is a majority of among
the total shares stated, not taking into account shares held by any controlling
shareholder of B.V.R. Systems and its affiliates and shares held by the bidder
group or any person acting on its behalf.
Our offer is subject to the condition that there shall be:
o No action or proceeding instituted or pending before any court,
regulatory or administrative agency or other governmental authority,
o no injunction or other order issued by any governmental authority, and
o no statute, rule, regulation or interpretation enacted, promulgated or
issued by any govenmental authority
in each case that seeks to, or would, restrain or prohibit us from completing
our offer, obligate us to pay monetary damages or impose any material
limitation on our ability to acquire, hold and exercise full rights of
ownership of the shares.
Our offer may be subject to the approval of the Israeli General Director
of the Antitrust Authority.
18
Our offer is not conditioned on the availability of financing.
Our failure at any time to exercise any of the foregoing rights shall not
be deemed a waiver of any such right, and each such right shall be deemed an
ongoing right that may be asserted at any time and from time to time.
16. CERTAIN LEGAL MATTERS.
Except as otherwise disclosed herein, based on a review of publicly
available information filed by B.V.R. Systems with the Commission, we are not
aware of (i) any license or regulatory permit that appears to be material to
the business of B.V.R. Systems and its subsidiaries, taken as a whole, that
might be adversely affected by our acquisition of shares pursuant to our offer
or (ii) any approval or other action by any governmental, administrative or
regulatory agency or authority, domestic or foreign, that would be required for
the acquisition or ownership of shares by us as contemplated herein.
17. FEES AND EXPENSES.
We have retained Xxxxx Xxxxx & Co. to act as our Information Agent and
American Stock Transfer & Trust Company to act as our Depositary in connection
with our offer. Our Information Agent may contact holders of the shares by
personal interview, mail, e-mail, telephone, facsimile transmission, telegraph
and other methods of electronic communication and may request brokers, dealers,
commercial banks, trust companies and other nominees to forward our offer
materials to beneficial holders. Our Information Agent and our Depositary will
each receive reasonable and customary compensation for their services. We have
also agreed to reimburse each such firm for certain reasonable out-of-pocket
expenses and to indemnify each such firm against certain liabilities in
connection with their services, including certain liabilities under Federal
securities laws.
We estimate that we will incur expenses in connection with our offer
approximately as set forth in the following table:
Depositary Fees .................................... $ 7,500
Filing Fees ........................................ $ 384
Legal Fees ......................................... $120,000
Advertising Costs .................................. $ 32,130
Printing and Mailing Costs, Miscellaneous .......... $ 10,000
--------
Total ............................................. $170,014
========
Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for making solicitations or recommendations in
connection with our offer. Brokers, dealers, banks and trust companies will be
reimbursed by us for customary mailing and handling expenses incurred by them
in forwarding our offer materials to their customers.
18. MISCELLANEOUS.
Our offer is being made to all holders of the shares of B.V.R. Systems. We
are not aware of any jurisdiction in which the making of our offer or the
tender of shares in connection therewith would not be in compliance with the
laws of such jurisdiction. In any jurisdiction where the securities, blue sky
or other laws require our offer to be made by a licensed broker or dealer, our
offer shall be deemed to be made on our behalf by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON OUR BEHALF NOT CONTAINED HEREIN OR IN THE LETTER OF
TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED.
CHUN HOLDINGS LTD.
November 21, 2003
19
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF CHUN HOLDINGS LTD.
The following schedule sets forth the name and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years, of each of our directors and executive
officers. Unless otherwise indicated, each person is a citizen of the state of
Israel and the business address of each such person is c/o Chun Holdings Ltd.,
c/o Xxxxx Xxxxx & Co., 0 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxx. Unless otherwise
indicated, each such person has held his or her present occupation as set forth
below for the last five years.
PRESENT
PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION MATERIAL POSITIONS HELD DURING LAST FIVE YEARS
---------------------- ------------------------ --------------------------------------------------------
Aviv Tzidon .......... Director Xxxx Xxxxxx was the co-founder of B.V.R.
Technologies Ltd. and served as chief technology
officer and a director since its commenced operations
in 1987. From October 1998, upon the spin-off of
B.V.R. Systems (1998) Ltd. from B.V.R. Technologies
Ltd., until April 2000 Xx. Xxxxxx served as chairman
of the board of directors and chief executive officer
of B.V.R. Systems (1998) Ltd. Prior to working in
B.V.R. Technologies he worked with Israel Aircraft
Industries as an independent consultant for three
years. Xx. Xxxxxx has been serving as a combat pilot
with the Israeli Air Force (including reserve service)
for approximately 20 years.
Xxx Xxxxx ............ CEO and Chairman of Xxx Xxxxx was the co-founder of Aeronautics
the Board of Directors Defense Systems Ltd. since it commenced operations
of Aeronautics Defense in November 1997.
Systems Ltd.
Xxxxxx Xxxxx ......... Vice President (Xxxx Xxxxxx Xxxxx has served as Vice President (Asia
Singapore Pacific Operations) of Pacific Operations) of Singapore Technologies
Singapore Technologies Electronics Limited since August 1, 2003. Prior to this
Electronics Limited Mr. Xxxxxx served in the following positions: General
Manager of ST Training & Simulation Pte Ltd (from
January 1, 2002 until July 31, 2003); Chief Operating
Officer of ST Training & Simulation Pte Ltd (from
January 1, 2001 to December 31, 2001); Vice
President (Programs) of ST Training & Simulation
Pte Ltd. (from January 1, 2000 until December 31,
2000); and Director (Programs) of ST Training &
Simulation Pte Ltd. (from January 1, 1999 until
December 31, 1999).
A-1
DIRECTORS AND EXECUTIVE OFFICERS OF AERONAUTICS DEFENSE SYSTEMS LTD.
The following schedule sets forth the name and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years, of each of our directors and executive
officers. Unless otherwise indicated, each person is a citizen of the state of
Israel and the business address of each such person is c/o Aeronautics Defense
Systems Ltd., Nachal Sorek, Northern Industrial Area, Yavne, Israel and the
telephone number at this address is 011-972-8-9328910. Unless otherwise
indicated, each such person has held his or her present occupation as set forth
below for the last five years.
PRESENT
PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION MATERIAL POSITIONS HELD DURING LAST FIVE YEARS
---------------------- ------------------------ -------------------------------------------------------
Xxx Xxxxx ............ CEO and Chairman of Xxx Xxxxx was the co-founder of Aeronautics
the Board of Directors Defense Systems Ltd. since it commenced operations
of Aeronautics Defense in November 1997.
Systems Ltd.
Xxxxx Xxxxx .......... Chief Technology Xxxxx Xxxxx was the co-founder of Aeronautics
Officer of Aeronautics Defense Systems Ltd. since it commenced operations
Defense Systems Ltd. in November 1997.
Uri Manor ............ CEO of Xxxx Uri Manor serves as a representative of
Technologies Ltd. XXXXXX-Armament Development Authority Ltd. in
South America and also serves as CEO of Xxxx
Technologies Ltd., a private Israeli holding company.
Xxxxx Xxxx ........... Attorney Xxxxx Xxxx is a lecturer at the Administration College
in Rishon Le'Zion, Israel and has practised law as a
solo practitioner since August 2001. From 1998 to
August 2001, he served as legal counsel at Elta Ltd.,
a company controlled by Israel Aircraft Industries
Ltd.
A-2
DIRECTORS AND EXECUTIVE OFFICERS OF ITS TECHNOLOGIES PTE. LTD.
The following schedule sets forth the name and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years, of each of our directors and executive
officers. Unless otherwise indicated, each person is a citizen of the state of
Singapore and the business address of each such person is c/o iTS Technologies
Pte. Ltd., 00 Xxx Xx Xxx Xxxxxx 00, Xxxxxxxxx, 000000 and the telephone number
at this address is 000-00-00000000. Unless otherwise indicated, each such
person has held his or her present occupation as set forth below for the last
five years.
PRESENT
PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION MATERIAL POSITIONS HELD DURING LAST FIVE YEARS
-------------------------- ------------------------ --------------------------------------------------------
Xxxx Xxxx Xxxx ........... President of Singapore Xxxx Xxxx Xxxx serves as President of Singapore
Singapore Technologies Technologies Electronics Limited and serves as
Electronics Limited Chairman of the Board of Directors of iTS
Technologies Pte. Ltd.
Xxxxxx Xxxxx ............. Vice President (Xxxx Xxxxxx Xxxxx has served as Vice President (Asia
Singapore Pacific Operations) of Pacific Operations) of Singapore Technologies
Singapore Technologies Electronics Limited since August 1, 2003. Prior to this
Electronics Limited Mr. Xxxxxx served in the following positions: General
Manager of ST Training & Simulation Pte Ltd (from
January 1, 2002 until July 31, 2003); Chief Operating
Officer of ST Training & Simulation Pte Ltd (from
January 1, 2001 to December 31, 2001); Vice
President (Programs) of ST Training & Simulation
Pte Ltd. (from January 1, 2000 until December 31,
2000); and Director (Programs) of ST Training &
Simulation Pte Ltd. (from January 1, 1999 until
December 31, 1999).
Xxxx Xxxxx Xxxxx ......... President of LSG Xxxx Xxxxx Xxxxx has served as President of LSG
Singapore Singapore Technologies Singapore Technologies Electronics since January 1,
Electronics Limited 2002 to date. Prior to this position Xxxx Xxxxx
Xxxxx has served as President of ST Training &
Simulation Pte Ltd., from January 1, 1999 until
December 31, 2001.
A-3
The Information Agent for our offer is:
Xxxxx Xxxxx & Co.
1 Azrieli Center
Tel-Aviv 67021
Israel
Attention.: Orly Tsioni
Telephone: 000-000-0-000-0000
Facsimile: 011-973-3-608-7713
or
The Depositary for our offer is:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Reorganization Department
Telephone: 000-000-0000
Facsimile: 000-000-0000
