SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF

CORPORATION FINANC~

December 8, 2016

Response of the Office of Mergers and Acquisitions

Division of Corporation Finance

Ido Zemach, Adv.

Goldfarb Seligman and Co.

Ampa Tower

98 Yigal Alon Street

Tel Aviv 67891

Israel

RE:

Issuer tender offer by Metalink Ltd.

Dear Mr. Zemach:

We are responding to your letter dated December 8, 2016 addressed to Ted Yu and

Daniel Duchovny, as supplemented by telephone conversations with the staff, with regard to

Metalink's request for exemptive relief. To avoid having to recite or summarize the facts set

forth in your letter, our response is attached to the enclosed copy of your letter. Unless

otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

You request exemptive relief so that Metalink may extend the period of its partial

tender offer for Ordinary Shares to include an additional offering period of four calendar

days, during which withdrawal rights will not be available, as mandated by applicable Israeli

law. Based on your written representations and the facts presented in your letter, the

Division of Corporation Finance, acting for the Commission pursuant to delegated authority,

by separate order is granting an exemption from the provisions of Rule 13e-4(f)(2)(i) under

the Exchange Act. The exemption from Rule 13e-4(f)(2)(i) permits Metalink to eliminate

withdrawal rights during the additional offering period of no more than four calendar days,

as mandated by Israeli law.

In granting the exemptive relief described above, we note that:

•

except for the relief provided here, the Offer will be conducted in accordance with the

Exchange Act and all applicable rules promulgated thereunder;

•

the Offer structure, and in particular the additional offering period, is required under

the provisions of the Israeli Companies Law, from which no exemptive relief is

available for this Offer;

•

the initial offering period during which withdrawal rights will be provided will be

open for at least 20 U.S. business days;

Ido Zemach, Adv.

Goldfarb Seligman and Co.

Page 2 of2

•

all conditions to the Offer will be satisfied or waived before commencement of the

additional offering period;

•

if Metalink waives an offer condition, the initial offering period will be extended and

withdrawal rights will be provided, to the extent required under U.S. rules; and

•

Metalink intends to conduct a single global offer and extend the Offer immediately

following completion of the initial offering period to provide the additional offering

period.

The foregoing exemption is based solely on the representations and facts presented in

your December 8, 2016 letter. The relief provided above is strictly limited to the application

of the rule listed above to this transaction. You should discontinue this transaction pending

further consultations with the staff if there is a change in any of the facts or representations

set forth in your letter.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the

federal securities laws, including Sections 9(a), lO(b) and 14(e) of the Exchange Act and

Rule lOb-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any

other applicable provisions of the federal securities laws rests with the participants in the

Offer.

The Division of Corporation Finance expresses no view with respect to any other

questions that the Offer may raise, including, but not limited to, the adequacy of the

disclosure concerning, and the applicability of any other federal or state laws to, the Offer.

Sincerely,

~vf

Ted Yu

Chief, Office of Mergers and Acquisitions

Division of Corporation Finance

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

December 8, 2016

In the Matter of the Tender Offer by Metalink

Ltd. for its Ordinary Shares

ORDER GRANTING EXEMPTION FROM

EXCHANGE ACT RULE 13E-4 (F)(2)(I)

Metalink Ltd. submitted a letter dated December 8, 2016 requesting that the Securities and

Exchange Commission ("Commission") grant an exemption from Exchange Act Rule 13e-4(f)(2)(i)

for a tender offer for its Ordinary Shares described in its letter ("Request").

Based on the representations and the facts presented in the Request, and subject to the terms

and conditions described in the letter fr.o m the Division of Corporation Finance dated December 8,

2016, it is ORDERED that the request for an exemption from Exchange Act Rule 13e-4(f)(2)(i) is

hereby granted.

For the Commission, by the Division of Corporation Finance, pursuant to delegated

authority.

Brent J. Fields

Secretary

Action as set forth or recommended herein APPROVED

pursuant to authority delegated by the Commission under

Public Law 87-592.

For: Division of Corporation Finance

Goldfarb Seligman

Law Offices 1 Established 1930

AMPA TOWER

INFO@GQt.DFARB.COM

98 Yigal Alon Street

Tel Aviv 6789141, Israel

Tel +972 (3) 608-9999

Fax +972 (3) 608-9909

www.GOLOFARa.coM

CONFIDENTIAL

December 8, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N .E.

Washington, D.C. 20549

Attention: Ted Yu, Chief

Daniel F. Duchovny, Special Counsel

Office of Mergers & Acquisitions

Re:

Request for Exemption from the Provisions of Rule 13e-4(t)(2)(i) promulgated under

the Securities Exchange Act of 1934, as amended.

Dear Sirs:

We are submitting this request for an exemption relief on behalf of our client,

Metalink Ltd., a corporation organized under the laws of the State oflsrael ("Meta/ink" or the

"Company"). Metalink intends to commence an issuer tender offer (the "Offer") to purchase

Ordinary Shares, par value NIS 1.00 per share (the "Ordinary Shares"), of Metalink for an

aggregate consideration of up to $3.0 million.

Metalink hereby requests that the Staff of the U.S. Securities and Exchange

Commission (the "Commission") grant an exemption from the provisions of clause (f)(2)(i) of

Rule 13e-4 ("Rule J3e-4") promulgated under the Securities Exchange Act of 1934, as

amended (the "Exchange Act"), to allow Metalink to extend its issuer tender offer and conduct

a four-calendar day additional offering period as mandated by applicable Israeli law.

It should be noted that a substantially similar exemption was granted by the Staff of the

Commission in connection with similar issuer tender offers by Radvision Ltd. (See Exemptive

Letter to Radvision Ltd. (July 23, 2010)) and Scitex Corporation Ltd. (See Exemptive Letter

to Scitex (May 14, 2004)), and similar exemptions in connection with third party tender

offers 1 with respect to Metalink (See Exemptive Letter to Top Alpha Capital S.M. Ltd.

(February 16, 2016)), Gilat Satellite Networks Ltd. (see Exemptive Letter to FIMl/Orrick,

Herrington & Sutcliffe LLP (November 24, 2014)), Gilat Satellite Networks Ltd. (See

Exemptive Letter to KCPS PE Investment Management (2006) Ltd. ( June 5, 2009)),

Radvision Ltd. (See Exemptive Letter to Zohar Zisapel (April 14, 2009)), Retalix Ltd. (See

Exemptive Letter to Ronex Holdings, et al (December 18, 2008)), Given Imaging Ltd. (See

Exemptive Letter to Elron Electronics Industries Ltd. (May 15, 2008)), Fundtech Ltd. (See

Exemptive Letter to Clal Industries and Investments Ltd. (March 3, 2008)) and Elron

Electronic Industries Ltd. (See Exemptive Letter to Discount Investment Corporation Ltd.

(June 14, 2004)).

1

The exemptive relief granted for such third party tender offers was an exemption granted from Rule 14d7(a)(l) under the Exchange Act.

2

I.

Background

A.

The Company

Metalink is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange

Act. The Company is incorporated under the laws of the State of Israel and is headquartered

in Israel.

From the Company's inception in 1992 through the third quarter of 1994, its operating

activities related primarily to establishing a research and development organization,

developing prototype chip designs which meet industry standards and developing strategic

OEM partnerships with leading telecommunications equipment manufacturers. The Company

shipped its first chipset in the fourth quarter of 1994. From that time until February 2010, the

Company focused on developing additional products and applications, shaping new industry

standards and building its worldwide indirect sales and distribution channels. In February

2010, the Company sold its wireless local area network (WLAN) business to Lantiq. The

Company currently does not engage in any business. Its plan of operation is to consider

strategic alternatives, including a possible business combination, other strategic transaction

with a domestic or foreign, private or public operating entity or a "going private" transaction,

including with any of its affiliates, and voluntary liquidation.

The Company's Ordinary Shares began trading on the NASDAQ Global Market on

December 2, 1999 under the symbol "MTLK". In March 2009, the Company's Ordinary

Shares were transferred to the NASDAQ Capital Market. As of December 3, 2000, the

Company's Ordinary Shares began trading also on the Tel Aviv Stock Exchange, or TASE,

under the symbol "MTLK." The Company voluntarily delisted its Ordinary Shares from trade

on the TASE, effective June 14, 2010. On April 21, 2011, the Company's Ordinary Shares

were delisted from the NASDAQ Capital Market and are quoted on the OTCQB under the

symbol "MTLK". In the United States, the Ordinary Shares are registered pursuant to Section

12(g) of the Exchange Act. As of December 1, 2016, Metalink had 2,690,857 ordinary shares

outstanding (excluding 89,850 treasury shares).

The principal holders of Metalink's ordinary shares, as of December 1, 2016, are as

follows: based solely on a review of the Schedule TO filed by Top Alpha Capital S.M. Ltd., a

corporation organized under the laws of the State of Israel ("Top Alpha"), with the

Commission on January 13, 2016, Top Alpha owns 670,000 ordinary shares, representing

approximately 24.90% of Metalink's outstanding ordinary shares; Tzvi Shukhrnan, an

individual and resident of the State of Israel ("Shukhman"), owns 591,030 ordinary shares,

representing approximately 21.96% of Metalink' s outstanding ordinary shares (Shukhrnan

also holds options exercisable into 100,000 ordinary shares of Metalink as of December 1,

2016); and Uzi Rozenberg, an individual and resident of the State oflsrael ("Rosenberg", and

together with Shukhrnan and Top Alpha, the "Principal Shareholders") owns 477,535

ordinary shares (which includes 100,000 shares owned by U.S.R. Electronic Systems (1987)

Ltd., an Israeli company wholly-owned by Mr. Rozenberg and his wife), representing

approximately 17.75% ofMetalink's outstanding ordinary shares.

In the manner described below, Metalink has attempted to determine the percentage of

Metalink's beneficial shareholders who are U.S. holders (as defined in Instruction 2 to

paragraphs (h)(8) and (i) of Rule 13e-4 under the Exchange Act) and the percentage who are

non-U.S. holders. Based upon an analysis of a Non-Objecting Beneficial Owners, or NOBO,

search conducted in the United States, the list of Metal ink's shareholders ofrecord (including

3

a geographical breakdown) received from Metalink's U.S. transfer agent, and reports by the

Principal Shareholders, Metalink estimates that U.S. holders are the beneficial owners of up to

20% of the outstanding shares ofMetalink and non-U.S. holders are the beneficial owners of

the remaining 80%. The aforesaid analysis was conducted during September 2016, which,

consistent with Instruction 2(i) to Rule 13e-4(h)(8) promulgated under the Exchange Act, is

no more than 60 days before and no more than 30 days after the public announcement of the

planned tender offer 2 • Based on the foregoing estimates, Metalink believes that the proposed

Offer qualifies for the Tier II exemption pursuant to Rule 13e-4(i) under the Exchange Act.

Among other things, Rule 13e-4(i)(2)(iii) under the Exchange Act would allow Metalink to

comply with Israeli law and practice, rather than the notice of extension requirements of Rule

14e-l(d) under the Exchange Act, and Rule 13e-4(i)(2)(iv) under the Exchange Act would

allow Metalink to comply with Israeli law and practice, rather than the prompt payment

requirements of Rule 14e-l(c) under the Exchange Act. Although the foregoing exemptions

are available to Metalink, Metalink intends, subject to the exemptive relief requested herein,

to comply with applicable U.S. law, except that it intends to avail itself of Rule 13e- .

4(i)(2)(iv), which would allow Metalink to pay promptly for the securities tendered in the

Offer in compliance with Israeli law and practice.

B.

Applicable Israeli Law

Since the Company is organized under the laws of the State of Israel, Metalink's

repurchase of its shares is governed by the Israeli Companies Law 1999-5759 (as amended,

the "Israeli Companies Law"). The Israeli Companies Law primarily specifies requirements

for matters such as corporate formation, corporate governance and related substantive matters.

Section 328(a) of the Israeli Companies Law specifies, inter alia, that a purchase of

the shares of a public company may not be made other than by means of a tender offer in

accordance with Part VIII, Chapter 2 of the Israeli Companies Law ("Special Tender Offer")

if:

the result of the purchase would be that the purchaser will own more than 45%

of the voting power of the company; and

no other person owns in excess of 45% of the voting power of the company,

the result of the purchase would be that the purchaser will own more than 25%

of the voting power of the company; and

no other person owns in excess of 25% of the voting power of the company.

Section 333(b) of the Israeli Companies Law specifies, inter alia, that if a person's

holdings of voting power of a company increases (including by means of a repurchase by an

issuer of its own shares), other than by an acquisition in accordance with the provisions of

Section 328(a) of the Israeli Companies Law (i.e., by means of a Special Tender Offer), to a

percentage in excess of25% of the voting power of the company, and no other person owns in

2

The contemplated tender offer was publicly announced on August 29, 2016 (see here

https://www.sec.gov/Archives/edgar/data/1098462/000117891316006348/zkl 618945.htm ).

-

4

excess of 25% of the voting power, then shares in the possession of such person in excess of

25% of the voting power do not carry any voting rights, as long as they are "held" 3 by such

person.

In light of Section 333(b) of the Israeli Companies Law and Section 328(a) of the

Israeli Companies Law, we believe the requirements of Section 328(a) of the Israeli

Companies Law apply even if the increase in a shareholder's stake to over 25% of the voting

power is not caused by such shareholder's direct acquisition of shares but rather occurs as a

result of an "indirect acquisition" such as the result of an issuer tender offer. Due to Metalink's

proposed repurchase of its shares in the Offer, each of Top Alpha, Shukhman and Rosenberg,

who own approximately 24.90%, 21.96% and 17.75%, respectively, of the voting power of

Metalink, may end up owning more than 25% of the voting power ofMetalink, depending on

the number of Metalink's ordinary shares tendered by each of them (if any) and by the other

Metalink shareholders in the issuer tender offer4 • Therefore, Metalink is required to conduct

the purchase of its shares as a Special Tender Offer pursuant to the requirements and

proceedings set forth under Israeli law. Otherwise, Metalink's issuer tender offer will be

deemed to violate Section 328(a) of the Israeli Companies Law and, pursuant to Section

333(c) of the Israeli Companies Law, such violation would also be deemed a violation of a

statutory obligation to its shareholders.

Based on the Israeli Companies Law, a Special Tender Offer must meet specified

conditions which are applicable to all of the Company's shareholders, wherever located,

including the following:

the Special Tender Offer must be made available to all of the Company's

shareholders under Section 33 l(a) of the Israeli Companies Law;

the Special Tender Offer must result in a purchase of shares representing no less

than 5% of the voting power of the Company under Section 332 of the Israeli

Companies Law;

as a condition to the completion of the Special Tender Offer, the aggregate

number of shares tendered in the Special Tender Offer must exceed the number

of shares represented by objections to the Special Tender Offer (under Israeli

law, shareholders may accept the offer, not respond to the offer or object to the

offer) under Section 331 (b) of the Israeli Companies Law. (Pursuant to Section

331 (c) of the Israeli Companies Law, in making this calculation, shares held by

(i) any party holding 25% or more of the voting power of the Company or who

has a "personal interest" (as defined in the Israeli Companies Law) in the Special

Tender Offer, (ii) any party controlling the bidder, (iii) anyone acting on behalf

of any of the foregoing, and (iv) their respective family members and entities

controlled by these family members, are generally excluded.); and

upon satisfaction (or, subject to applicable law, waiver by the bidder) of all of

the conditions to the Special Tender Offer, the Special Tender Offer is deemed

completed and the bidder is irrevocably required to purchase the shares tendered

3

As such term is defined in the Israeli Companies Law.

However, it is our understanding that each of Messrs. Shukhman and Rosenberg currently intends to inform

Metalink that they do intend to tender their shares in a manner that will not result in them holding more than

25% following the tender offer.

4

5

during the initial offer period (subject to proration as described below), except

that the bidder must provide a four-calendar day additional offering period

without withdrawal rights for shares tendered during the initial offering period to

allow all other shareholders who have not tendered their shares an opportunity to

tender in accordance with Section 33l(d) of the Israeli Companies Law. Upon

completion of the four-calendar day additional offering period, the Special

Tender Offer is completed and the bidder must purchase all of (i) the shares

tendered (and not properly withdrawn) prior to the completion of the initial

offering period and (ii) the shares tendered prior to the completion of the fourcalendar day additional offering period, subject to proration, if applicable, based

on the maximum number of shares sought in the Special Tender Offer.

Subject to the requested relief, Metalink has structured the Offer in the United States

and Israel such that it complies with the requirements of the Exchange Act as well as the

requirements of the Israeli Companies Law.

C.

Proposed Offer Structure

Metalink currently intends to offer to purchase Ordinary Shares in the Offer for a

consideration of up to $3.0 million in an issuer tender offer to be conducted in both the United

States and Israel. The final size of the Offer as well as the offer price in the Offer will be set

forth in the offer to purchase published by Metalink with respect to the Offer. If a number of

Metalink's ordinary shares are tendered such that, if accepted for payment, Metalink would be

required to pay aggregate consideration of more than the final size of the Offer, Metalink

would purchase a pro rata number of Ordinary Shares from all tendering shareholders.

The proration factor, if any, will be calculated by dividing (x) the maximum number

of shares that Metalink will offer to purchase, by (y) the aggregate number of shares validly

tendered (and not properly withdrawn during the initial offering period) in the Offer during

both the initial offering period and the additional offering period.

The Offer would be conditioned, inter alia, on there being Ordinary Shares

representing at least 5.0% of the voting power of Metalink validly tendered and not properly

withdrawn before the completion date of the initial offering period (the "Minimum

Condition").

The Offer will be open for an initial offering period of not less than 20 U.S. business

days. Under Israeli law, if the applicable conditions to a Special Tender Offer have been

satisfied at the completion of the initial offering period, the shareholders who have not yet

responded to the Offer and/ or who have objected to the Offer must be provided a fourcalendar day additional offering period during which they may tender their Ordinary Shares.

By 9:00 am Eastern time on the U.S. business day following completion of the initial offering

period, Metalink would announce to the shareholders (i) the results of the initial offering

period, including whether or not the conditions to the Offer have been satisfied and the

approximate number and percentage of Ordinary Shares tendered to date and (ii) if the

conditions to the Offer have been satisfied, that it is extending the offering period following

the completion of the initial offering period by a four- calendar day additional offering period.

There will be no withdrawal rights during such four- calendar day additional offering period

for Ordinary Shares previously tendered in the Offer. Metalink would disclose in the offer to

purchase that there would be an extension of the initial offering period to provide for an

additional offering period of four-calendar days following the completion of the initial

6

offering period. All conditions to the Offer will be satisfied (or, subject to applicable law,

waived) before commencement of the additional offering period. If the bidder waives an Offer

condition, the Offer will be extended, and withdrawal rights will be provided, to the extent

required under U.S. rules. Metalink intends to announce the completion of the initial offer

period by distributing a press release and filing the announcement as an exhibit to the

Schedule TO. Metalink would pay for Ordinary Shares that are tendered in the initial offering

period and the additional offering period promptly following the expiration of the additional

offering period, subject to proration, if any. Such proration would be determined promptly

following the expiration of the additional offering period. This information would be

prominently disclosed in the offer to purchase distributed to the Company's shareholders.

Because of the potential effects of the application of a proration factor based on the combined

results of the Offer during the initial offering period and the additional offering period,

payments cannot be made for shares tendered during the initial offering period until the

results of the additional offering period are available.

Metalink estimates that shareholders (both in Israel and the U.S.) would be paid no

more than four U.S. business days following the expiration of the additional offering period.

If Metalink is able to make the payments to tendering shareholders sooner than the estimated

four U.S. business days, it will do so. This payment period will comply with the law and

practice in Israel for a Special Tender Offer for equity securities that are traded both in Israel

and in the U.S., and represents Metalink's best estimate of the minimum time period necessary

to pay for securities tendered in the Offer.

As described above, subject to the exemptive relief requested herein, it is intended that

the Offer will be structured as a single offer made in both the United States and in Israel. The

Offer would be made in the United States and in Israel pursuant to an English language offer

to purchase. The consideration offered, and all other terms of the Offer, would be identical for

all holders of Ordinary Shares.

Except for the relief requested in this letter, the Offer will be conducted in accordance

with the Exchange Act and all applicable rules promulgated thereunder.

II.

Additional Offering Period

A.

Conflict between U.S. Law and Israeli Law

Israeli law

Under Section 331 (d) of the Israeli Companies Law, if a Special Tender Offer has

been accepted (i.e., all the conditions to such Special Tender Offer, including the Minimum

Condition, have been satisfied) at the end of the initial offering period, a bidder is required to

provide to the shareholders that have not responded to the Special Tender Offer or have

objected to the Special Tender Offer a four-calendar day additional offering period (counted

from the end of the initial offering period) during which they may tender their shares. In

accordance with Section 33l(d), during the four-calendar day additional offering period, no

withdrawal rights are applicable to shares previously tendered.

Further, once a bidder has announced at the end of the initial offering period that the

Special Tender Offer has been accepted, no further conditions to the Special Tender Offer

apply and such bidder becomes irrevocably bound to purchase, subject to proration, the shares

tendered in the Special Tender Offer (i.e., in both the initial offering period and the fourcalendar day additional offering period). The purpose of this requirement under Israeli law is

7

to provide shareholders with additional protection by allowing the shareholders the

opportunity to wait and see if the Special Tender Offer is indeed accepted (i.e., all of the

conditions to the Special Tender Offer have been satisfied or, subject to applicable law,

waived) and only then decide whether to tender their shares. It also enables shareholders who

initially objected to the Special Tender Offer during the initial offering period to tender their

shares during the additional offering period once it is clear that the Special Tender Offer will

be successfully completed.

If withdrawal rights were to be permitted, withdrawals during the additional offering

period of shares previously tendered could cause the Minimum Condition to become

unsatisfied (despite previously having been satisfied upon the completion of the initial

offering period), thus undermining the intended protection afforded by the additional offering

period. In our experience, all Special Tender Offers subject to the Israeli securities regulations

are structured without withdrawal rights during the four-calendar day additional offering

period with respect to shares previously tendered.

Although under the Israeli Companies Law, the Minister of Justice may adopt

regulations, including regulations which provide general exemptions from provisions of the

Israeli Companies Law, the Israeli Companies Law does not grant the Minister of Justice or

any other governmental body the authority to grant exemptive relief on a case-by-case basis.

While the Minister of Justice has adopted certain regulations under the Israeli Companies

Law, none of them are applicable to the Offer. Moreover, there is no Israeli regulatory body

or other governmental body that has statutory authority to grant such exemptions on a caseby-case basis.

US. law

Extension of the Offering Period. Pursuant to Rule 13e-4(t)(2)(i) under the Exchange

Act, an issuer making an issuer tender offer is required to permit securities tendered pursuant

to the offer to be withdrawn at any time during the period such tender offer remains open. In

order to permit Metalink to conduct the four-calendar day additional offering period in

accordance with Israeli law, Metalink must extend the offering period following the

completion of the initial offering period for a four-calendar day additional offering period. In

accordance with the prevailing interpretation of Section 331(d) of the Israeli Companies Law,

during such four-calendar day additional offering period, shareholders who have previously

tendered their shares during the initial offering period shall not have withdrawal rights ..

Accordingly, Metalink is requesting an exemption from the provisions of Rule 13e-4(t)(2)(i)

under the Exchange Act in order to permit Metalink to extend the offering period following

the completion of the initial offering period by the four-calendar day additional offering

period as required by Israeli law without offering withdrawal rights during such four-calendar

day additional offering period to shareholders who have previously tendered their Ordinary

Shares in the Offer.

B.

Importance of Requested Relief to Metalink

Requiring a four-calendar day additional offering period without withdrawal rights

for shares previously tendered is a critical protective feature provided to shareholders under

Israeli law, for which no Israeli exemptive relief is available under the Israeli Companies

Law. In order for Metalink to purchase any Ordinary Shares in a transaction that may result in

any one or more of the Principal Shareholders owning more than 45% or more than 25% of

the Company's voting power, Metalink must conduct a tender offer that complies with this

8

requirement. Based on the above, there is a direct conflict between the requirements of Israeli

law and the requirements of U.S. law. Without obtaining the exemptive relief requested

herein, conducting the Offer in a manner that would allow withdrawal rights during the fourcalendar day additional offering period for shares tendered during the initial offering period

(as would otherwise be required by U.S. law) would violate Israeli law.

C.

Granting of Requested Relief will not Compromise Protection of U.S.

Shareholders

The additional offering period under Israeli law is designed to provide additional

protection to shareholders. Shareholders would be afforded the right to wait and see if all

conditions to the Offer have been satisfied prior to tendering their Ordinary Shares or to seek

to defeat the Offer by objecting to the Offer during the initial offering period with the

knowledge that they will be able to tender during the additional offering period if the Offer is

nonetheless successful. Metalink would disclose its intention to extend the initial offering

period by disclosing its intention to provide an additional offering period in the offer to

purchase related to the Offer. U.S. holders of the Ordinary Shares who are concerned about

tendering their Ordinary Shares in a manner that will leave them without withdrawal rights

during any part of the Offer may wait until the initial offering period has ended before

tendering their Ordinary Shares in the additional offering period.

As described above, (i) once Metalink has announced at the end of the initial offering

period that the Offer has been accepted, no further conditions to the Offer apply and Metalink

becomes irrevocably bound to purchase, subject to proration, the Ordinary Shares tendered in

the Offer, and (ii) the offer price for Ordinary Shares that are validly tendered (subject to

proration) will be paid as soon as practicable following the four-calendar day additional

offering period without further involvement from Metalink. Such payment procedures,

coupled with the irrevocability of the Offer following its acceptance at the end of the initial

offering period, ensure that Metalink will not be able to capitalize at the expense of its

shareholders on market information that becomes available following the completion of the

initial offering period. Because all of the conditions to the Offer are irrevocably satisfied prior

to the commencement of the additional offering period, Metalink is not able to exercise any

discretion that would allow it to shift the economic risk of ownership of the Ordinary Shares

(by either waiving conditions or deeming conditions to not have been fulfilled) to

shareholders who may have tendered their the Ordinary Shares in the Offer.

Further, we submit that the direct conflict between Israeli law and U.S. law is not

otherwise resolvable absent a grant of the requested relief from the Commission. As discussed

above, no Israeli regulatory body or other governmental body has statutory authority to grant

exemptive relief on a case-by-case basis from the requirement of the Israeli Companies Law

to provide the four-calendar day additional offering period without withdrawal rights.

In light of the forgoing, we believe that the relief requested herein is consistent with

the guidance contained in the Commission's release: Cross-Border Tender and Exchange

Offers, Business Combinations and Rights Offerings, Securities Act Release No. 33 -7759

(October 26, 1999) (the "Cross-Border Release"). 5 Moreover, the Cross-Border Release

provides that "[w]hen U.S. ownership is greater than 40 percent, the staff will consider relief

on a case-by-case basis only when there is a direct conflict between the U.S. laws and practice

and those of the home jurisdiction. Any relief would be limited to what is necessary to

5

See fn 41 to the Cross-Border Release and accompanying text.

9

accommodate conflicts between the regulatory schemes and practices. "6 As described above,

a direct conflict between U.S. and Israeli law does exist and the relief sought is limited to

what is necessary to accommodate conflicts between the U.S. and Israeli regulatory schemes

and practices.

We also believe that the requested relief is consistent with the relief granted in a

number of instances by the Commission with respect to an additional offering period (without

withdrawal rights) that was conducted in connection with issuer tender offers and third party

tender offers following the time that such tender offer became irrevocable as to acceptance of

shares tendered in such offer. 7

III.

Requested Exemptive Relief

Based on the foregoing, Metalink respectfully requests exemptive relief from the

requirement of Rule 13e-4(f)(2)(i) that Metalink allow securities previously tendered pursuant

to the issuer tender offer to be withdrawn at any time during the four-calendar day additional

offering period.

We hereby confirm that the descriptions of the applicable Israeli law relating to the

Offer described in this letter are accurate and complete. I am a member of the Bar of the State

oflsrael and a member of the Bar of the State of New York.

Please note that the factual representations in this letter regarding the description of

Metalink, including its shareholders and estimated percentage of U.S. holders, and the

contemplated Offer, have been provided to us by the Company and we have not undertaken

any independent investigation of these matters.

If you require any further information or have any questions or comments with respect

to this matter, please call me at +972 (3) 608-9834. If for any reason you do not concur with

any of the views expressed in this letter, we respectfully request an opportunity to confer with

you prior to any written response.

Sincerely,

Ido Zemach, Adv.

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Fn 41 to the Cross-Border Release.

See, e.g., No-Action Letters in connection with Barclays pie tender offer for ABN AMRO Holding N.V.

(August 7, 2007); Royal Bank of Scotland Group pie tender offer for ABN AMRO Holding N.V. (July 23,

2007); Endesa, S.A. (July 3, 2007); E.ON Aktiengesellschaft (December 6. 2006); Bayer AG (April 28, 2006);

and Madison Dearborn Partners, LLC (July 9, 2002)), including prior relief granted by the Commission with

respect to the same conflict between U.S. and Israeli law described herein (Exemptive Letter to FIMl/Orrick

Herrington & Sutcliffe LLP (November 24, 2014), and Exemptive Letters Gilat Satellite Networks Ltd. (June 5,

2009); Radvision Ltd. (April 14, 2009)); Retalix Ltd. (December 18, 2008); Elron Electronics Industries Ltd.

(May 15, 2008); Clal Industries and Investments Ltd. (March 3, 2008); and Elron Electronics Ltd. (June 14,

2004)).

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