Matrix IT (MGIC) says merger conditions met; awaits merger certificate

Rhea-AI Filing Summary

Matrix IT Ltd. filed an amended Tender Offer/Rights Offering notification (Form CB/A) and attached an English translation of an Immediate Report stating that conditions precedent for completion of a merger transaction have been fulfilled other than receipt of the merger certificate. The attachment was filed with Israeli regulators and dated February 5, 2026.

Insights

Corporate Transactions Counsel

Transaction conditions largely met; final ministerial/registry step remains.

Matrix IT's translated Immediate Report confirms satisfaction of contractual or regulatory conditions that precede closing, with a single outstanding administrative step described as receipt of the merger certificate.

Completion depends on issuance of the merger certificate; subsequent filings should state when that certificate is received and whether any closing mechanics change.

Regulatory Compliance Officer

Form CB/A supplies required U.S.-facing disclosure and Rule 802(b) legend compliance.

The filing attaches the English translation of the Immediate Report lodged with the Israel Securities Authority and Tel Aviv Stock Exchange on February 5, 2026, and includes a legend meeting Rule 802(b).

Watch for follow-up filings showing the merger certificate's issuance and any amended timetable or closing notice.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM CB/A
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 3)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)	¨
Securities Act Rule 802 (Exchange Offer)	x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	¨
Exchange Act Rule 14e-2(d) (Subject Company Response)	¨

Magic Software Enterprises Ltd.

(Name of Subject Company)

N/A

(Translation of Subject Company’s Name into English (if applicable))

Israel

(Jurisdiction of Subject Company’s Incorporation or Organization)

Matrix IT Ltd.

(Name of Person(s) Furnishing Form)

Ordinary Shares, NIS 1.00 par value

(Title of Class of Subject Securities)

559166 10 3

(CUSIP Number of Class of Securities (if applicable))

Yifat Givol, Adv.
Head of Legal Department and Corporate Secretary 

3 Atir Yeda 

Kfar Saba 4464303 

Israel 

Tel: +972 9 9598810 

(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of the Filer)

Copies to:

Nir Dash, Adv.
Herzog Fox Ne'eman
Yitzhak Sadeh 6
Tel Aviv, Israel
Telephone: +972 3 692 2020 

February 5, 2026

(Date Tender Offer/Rights Offering Commenced)

PART I - INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) The following documents are attached as exhibits to this Form CB:

Exhibit Number
99.1	English translation of Immediate Report of Matrix IT Ltd. (“Matrix”) including notice of fulfillment of conditions precedent for the completion of merger transaction, other than receipt of the merger certificate, filed by Matrix with the Israel Securities Authority and Tel Aviv Stock Exchange on February 5, 2026.

(b) Not applicable.

Item 2. Informational Legends

A legend complying with Rule 802(b) under the U.S. Securities Act of 1933, as amended, is included in each of the documents referred to in Item 1.

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Not applicable.

PART III - CONSENT TO SERVICE OF PROCESS

Matrix IT Ltd. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X dated November 4, 2025. 

PART IV - SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Matrix IT Ltd.
	/s/ Nevo Brenner
	Name:	Nevo Brenner
	Title:	Chief Financial Officer
	Date: February 5, 2026

FAQ

What did Matrix IT Ltd. disclose in the Form CB/A dated February 5, 2026?

Matrix IT Ltd. disclosed an English translation of an Immediate Report stating that merger conditions precedent were met other than receipt of the merger certificate. The report was filed with Israeli regulators on February 5, 2026.

Does the Form CB/A state that the merger has closed?

No. The filing states that conditions precedent are fulfilled other than receipt of the merger certificate, indicating the final administrative issuance of the merger certificate is still pending before closing.

Which regulators received the Immediate Report referenced in the Form CB/A?

The Immediate Report and its English translation were filed with the Israel Securities Authority and the Tel Aviv Stock Exchange on February 5, 2026, as stated in the attachment referenced by the Form CB/A.

Does the Form CB/A include required U.S. disclosure legends?

Yes. The filing states that a legend complying with Rule 802(b) under the U.S. Securities Act is included in each document attached as an exhibit to the Form CB/A.

Who signed the Form CB/A for Matrix IT Ltd.?

The Form CB/A is signed by Nevo Brenner, Chief Financial Officer of Matrix IT Ltd., certifying that the information in the statement is true, complete, and correct as of the filing date.