SecProbe.io

May 27, 2020

Via E -mail

Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, NY  10005

 Re: Magal Security Systems Ltd.
Schedule TO filed May 22, 2020
Filed by FIMI Opportunity V, L.P., FIMI Israel Opportunity Five, Limited
Partnership, FIMI Five 2012 Ltd., Shira and Ishay Davidi Management Ltd.
and Ishay Davidi
  File No. 005-53191

Dear Mr. Vizbaras:

The staff in the Office of Mergers and Acquisitions ha s reviewed your filing  listed above .
We have the comments set forth below.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter by amending your filing, by pr oviding the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment s to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. We are unable to locate a Schedule 13 D amendment reflecting  the Bidder Group ’s tender
offer  and we note that you have not checked the 13D amendment box on the  cover page
of the Schedule TO .  Please advise.

Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
May 2 7, 2020
Page 2

 Schedule TO

Exhibit (a)(1)(A) – Offer to Purchase

Summary  Term Sheet, page 1

2. Provide a brief statement of the accounting  treatment for the offer.   See Item
1004(a)(1)( xi) of Regulation M -A and Item 4 of Schedule TO.

Information Concerning Maga l, page 23

3.  Include the address of Magal Security System Ltd.’s princip al executive offices  in Israel .
Currently your disclosure  indicates that its offices are “near Tel Aviv. ”   See Item 1002(a)
of Regulation M -A and Item 2 of Schedule TO -T.

Sources and Amount of Funds , page  25

4. We note the disclosure  in the  first paragraph of this section that Bidders may borrow
funds to purchase tendered shares. If so, they must amend the disclosure  document to
provide the information required by Item 1007 (b) and (d) of Regulation  M-A. This
information  must be provided with sufficient  time remaining in t he initial  offer  period
such that shareholders may absorb the information after it is disclosed.  Please confirm
your understanding in your r esponse letter.

Conditions of the Offer, page 25

5. All offer conditions must be objective and outside the control of bidders in a tender  offer.
Conditioning an offer on events that the Bidder Group could or did foresee raises issues
of an illusory  offer prohibited under Regulation 14E  because  shareholders cannot know
what Bidder Group anticipated .  Please revise.

6. See our last comment  above.  We have simil ar concerns about  the definition of “event ” in
this section, which is defined in reference to someth ing that “would ca use the terms of the
offer as a result of such ‘event ’ to become materially different from the  terms whi ch a
reasonable offeror  would have proposed  had it known of such ‘event ’ on the date of this
offer to purchase. ”  It is not clear to us how a shareh older could discern what events a
reasonable offeror would or could anticipate.  Please revise.

7. Revise to c larify what is meant by a “limitation on pric es” on the NASDAQ for purposes
of these offer conditions.

8. In the second to last bullet point on page  26, clarify what is meant by an adverse effect on
“the trading of Magal shares. ”  If you are referring  to a drop in the price of Magal shares,
quantify  the percentage change and specify  from what trading price the change will be

Andris Vizbaras, Esq.
Carter Ledyard & Milburn LLP
May 2 7, 2020
Page 3

 measured. In addition, your revised disclosure  should make clear  as of what date this
change would be measured (at expiration or at any time while the offer is pending).

9. Refer to the second to  last sentence in this section and the reference to any tendered
shares “not theretofore accepted for payment .”  It is not clear h ow payment could occur
before conditions to t he offer had been satisfied.  Please revise or advise.

Schedule I, page 31

10. For each identified  individual,  disclos e the material occupations, positions, offices or
employment during the past five years  including  the start  and end  dates of each .

*    *    *

 We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  Please direct any questions about these comments to me at (202) 551 -3263 .

Sincerely,

        /s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions