SEC Comment Letter for MAGAL SECURITY SYSTEMS LTD (CIK 0000896494) — Jun 10, 2020
MAGAL SECURITY SYSTEMS LTD (CIK 0000896494)
Date: June 10, 2020 · CIK: 0000896494 · Accession: 0000000000-20-005171
AI Filing Summary & Sentiment
Letter
June 10 , 2020 Via E -mail Doron Kerbel General Counsel Magal Security Systems Ltd. 17 Altalef Street Yehud, Israel
Re: Magal Security Systems Ltd. Schedule 14D-9 filed June 1 , 2020 File No. 005-53191
Dear Mr. Kerbel :
The staff in the Office of Mergers and Acquisitions ha s reviewed your filing listed above. We have the comments set forth below. Please respond to these comments by amending your filing, by providing 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 revi ewing any amendment s to your filing and the information you provide in response to these comments, we may have additional comments. Capitalized terms used but not defined herein have the same meanings ascribed to them in the filing.
Schedule 14D-9 - Item 4. The Solicitation or Recommendation
1. Revise the disclosure generally to clarify that the Board of Director’s recommendation is being made on behalf of the Company, as required by Item 4 of Schedule 14D -9 and Item 1012(a) of Regulation M -A.
2. We note the disclosure that the Board compared the Offer price to the closing price of the Ordinary Shares on May 29, 2020, which is equal to the Offer price. However, the Offer commenced on May 22, 2020. Expand the discussion of historical market prices to specifically address how the Board considered the fact that the Offer represents a discount to the closing price of $3.00 per Ordinary Share on the last trading day before commencement. 3. Explain why, given the affiliated nature of this transaction, the Bo ard elected not to engage a financial advisor to evaluate the Offer.
Doron Kerbel, Esq. Magal Security Systems Ltd. June 10 , 2020 Page 2
4. More generally, p lease revise to better explain why the Company is not making a recommendation to Shareholders. It is true in the case of any tender offer that whether to participate is based in part on each holder’s personal situation. Please expand to explain what specifically about this offer informed the Board of Directors’ decision not to make a recommendation to subject security holders.
* * *
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
Show Raw Text
June 10 , 2020
Via E -mail
Doron Kerbel
General Counsel
Magal Security Systems Ltd.
17 Altalef Street
Yehud, Israel
Re: Magal Security Systems Ltd.
Schedule 14D-9 filed June 1 , 2020
File No. 005-53191
Dear Mr. Kerbel :
The staff in the Office of Mergers and Acquisitions ha s reviewed your filing listed above.
We have the comments set forth below. Please respond to these comments by amending your
filing, by providing 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 revi ewing any amendment s to your filing and the information you provide in
response to these comments, we may have additional comments. Capitalized terms used but not
defined herein have the same meanings ascribed to them in the filing.
Schedule 14D-9 - Item 4. The Solicitation or Recommendation
1. Revise the disclosure generally to clarify that the Board of Director’s recommendation is
being made on behalf of the Company, as required by Item 4 of Schedule 14D -9 and Item
1012(a) of Regulation M -A.
2. We note the disclosure that the Board compared the Offer price to the closing price of the
Ordinary Shares on May 29, 2020, which is equal to the Offer price. However, the Offer
commenced on May 22, 2020. Expand the discussion of historical market prices to
specifically address how the Board considered the fact that the Offer represents a
discount to the closing price of $3.00 per Ordinary Share on the last trading day before
commencement.
3. Explain why, given the affiliated nature of this transaction, the Bo ard elected not to
engage a financial advisor to evaluate the Offer.
Doron Kerbel, Esq.
Magal Security Systems Ltd.
June 10 , 2020
Page 2
4. More generally, p lease revise to better explain why the Company is not making a
recommendation to Shareholders. It is true in the case of any tender offer that whether to
participate is based in part on each holder’s personal situation. Please expand to explain
what specifically about this offer informed the Board of Directors’ decision not to make a
recommendation to subject security holders.
* * *
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