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Monday November 13, 3:44 pm Eastern Time

Formula Systems (1985) Ltd. Amends Tender Offer Documents

HERZLIYA, Israel, Nov. 13 /PRNewswire/ -- Formula Systems (1985) Ltd., (Nasdaq: FORTY - news), a leading provider of information technology products, solutions and services, today announced that it has filed with the Securities and Exchange Commission amendments to its Schedule TO/13E-3 relating to Formula's cash tender offer for the ordinary shares of ForSoft Ltd. (Nasdaq: FORS - news) not already owned by Formula for $9 per share. The amended Schedule TO/13E-3, among other things:

  • Provides additional information with respect to the background of the offer, including more details on the meetings held with Formula's financial advisor and the types of information provided by ForSoft to Formula's financial advisor to enable a valuation of ForSoft;
  • Provides additional information regarding Formula's determination of the fairness of the offer to ForSoft's shareholders, including affirming that Formula has adopted the conclusions of its financial advisor in reaching Formula's determination on fairness, and providing additional details of the financial advisor's analysis;
  • Clarifies some of the conditions of the offer. In this regard, Formula notes that recent events in Israel may have an impact upon whether or not all the conditions to the offer have been satisfied. The amendment to the Schedule TO/13E-3 includes a statement to this effect and indicates that Formula will make a final determination with respect to this issue upon the completion of the offer period on November 15, 2000. This determination will be based upon whether these events have escalated to the point that Formula believes that the normal conduct of business and commerce in Israel is threatened such that it would be inadvisable to proceed with the offer; and
  • Provides additional information with respect to the employment and compensation arrangements of ForSoft's executive officers and directors.

Notice to Read Tender Offer Documents:
A Tender Offer Statement on Schedule TO/13E-3, as amended to date, has been filed by Formula and a Solicitation/Recommendation Statement on Schedule 14D-9, as amended to date, has been filed by ForSoft with the Securities and Exchange Commission. You are urged to read the Tender Offer Statement and any other relevant documents that have been filed with the Commission. The Tender Offer Statement contains important information that you should consider before making any decision regarding the tender offer and related transactions. The Tender Offer Statement, as amended, is available for inspection at the public reference facilities of the SEC at 450 Fifth Street N.W., Washington D.C. 20549, and at the regional offices of the SEC located at Seven World Trade Center, Suite 1300, New York, NY 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of this information should be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC's principal office at 405 Fifth Street N.W., Washington D.C. 20549. The Tender Offer Statement and other documents filed with the Commission by Formula will also be available free of charge from Formula by directing a request to Formula Systems (1985) Ltd., 3 Hagalim Boulevard, Herzlia 46725, Israel. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents filed with the Commission by ForSoft will be available free of charge from ForSoft by directing a request to ForSoft Ltd., 3 Hagalim Boulevard, Herzlia 46725, Israel.

ForSoft Ltd. (Nasdaq: FORS - news):
ForSoft is a leading provider of large-scale Information Technology solutions and services for large organizations in growing vertical markets. The company focuses on e-Business driven IT solutions for the Telecom, Banking, Insurance, Retail and Travel markets. The company integrates Internet and e-Commerce technology across mission critical legacy systems, utilizing its over 18 years accumulated practical full service experience in system integration, software development projects, outsourcing and professional services.

Formula Systems (1985) Ltd. (Nasdaq: FORTY - news):
Formula Systems (1985) Ltd., is a global information technology company principally engaged, through its subsidiaries and affiliates, in providing software consulting services, developing proprietary software products and providing computer-based business solutions.

 

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