SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2008
TAT TECHNOLOGIES LTD.
(Name of Registrant)
P.O.BOX 80, Gedera 70750 Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-___________
6-K Items
1. Press release re TAT Technologies Ltd. Signed an Agreement to Purchase
27% of Bental dated March 27, 2008.
ITEM 1
Press Release Source: TAT Technologies Ltd
TAT Technologies Ltd. Signed an Agreement to Purchase 27% of Bental
Thursday March 27, 1:14 pm ET
GEDERA, Israel, March 27 /PRNewswire-FirstCall/ -- TAT Technologies Limited
(NASDAQ: TATTF - News) announced today that following the announcement from
January 3, 2008 the company has signed an Agreement to purchase 27% of Bental
Industries Ltd. ("Bental") in addition to options to purchase an additional 18%
of Bental. In addition, the Company intends to enter into an agreement for the
purchase of additional 10% of Bental's shares from another Bental shareholder -
Mivtach Shamir Investments (1993) Ltd. ("Mivtach").
Since TAT Industries Ltd., the major stockholder of the company, already holds
15% of Bental, after the consummation of the above transactions, the TAT Group
will hold 52% of Bental and up to 70% of Bental after the exercise of the
options.
Bental which was established in 1983 and has around 140 employees specializes in
innovative motion technologies for military and aviation purposes.
Bental is the leading supplier in its field to Israel's defense industries. Its
products are also supplied to military aerospace and industrial companies
worldwide.
The transaction structure is as follows:
The evaluation of Bental for the transaction is $12,500,000.
a) At the Closing, the company will purchase from Bental Hashkaot Ltd. ("Bental
Hashkaot") 27% of outstanding stock capital of Bental in consideration of
$3,375,000. The parties determined that the exchange rate of the dollar to
shekel will range between 3.70-3.95. (if the rate is less than 3.70, then the
price will be increased). For example: if the rate is 3.60 the difference will
be 3.70/3.60=1.02777x3,375,000=3,468,724. If the rate is more than 3.95 then the
price will be respectively decreased. If the exchange rate is within the above
range, the price will remain in tact.
b) Bental Hashkaot granted the company a call option to purchase additional 18%
of the outstanding stock capital of Bental (in up to 4 installments) in
consideration of $2,250,000 (under the same conditions of the exchange rate of
the dollar to shekel as specified above). The consideration for the option
shares shall bear interest of 2% per annum. The call option shall be valid for a
period of 4 years as of 1/1/2009.
c) The company granted Bental Hashkaot a put option in the amount of $2,137,500
(under the same conditions of the exchange rate of the dollar to shekel as
specified above). The put option will be valid for a period of 2 years as of
1/1/2011.
d) In case of an "Exit" (as defined in the agreement) by the company within 3
years as of the closing, Bental Hashkaot will be entitled to additional
consideration which shall range between 10%-30% from the difference between the
exit transaction consideration and the consideration in the above mentioned
transaction.
The closing will be subject to certain conditions, inter alia, the approval of
Antitrust Commissioner, Chief Scientist, bank approvals and the closing of the
transaction with Mivtach as specified above.
TAT Technologies is principally engaged in the manufacture, repair and overhaul
of heat transfer equipment, such as heat exchangers, precoolers and oil/fuel
hydraulic coolers used in aircraft, defense systems, electronic equipment and
other applications. In addition, the Company manufactures aircraft accessories
and systems such as pumps, valves, Power Systems, Turbines and overhauls
aircraft Auxiliary Power Units (APUs), landing gears and propellers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TAT TECHNOLOGIES LTD.
---------------------
(Registrant)
By: /s/Israel Ofen
--------------
Israel Ofen
Executive Vice President and
Chief Financial Officer
Date: March 28, 2008