[CB] MAGIC SOFTWARE ENTERPRISES LTD SEC Filing

Rhea-AI Filing Summary

Matrix IT Ltd. filed a Form CB to notify a cross-border tender/rights offering in connection with its proposed merger with Magic Software Enterprises Ltd. (MGIC). The filing states the offer commenced on November 4, 2025 and includes a Rule 802 legend.

Exhibits provide an English translation of an immediate report and a Notice of a Special General Meeting to approve the Merger Agreement, a proxy statement, an outline of Magic’s business, Magic’s audited consolidated financial statements as of December 31, 2024, reviewed consolidated financial statements as of June 30, 2025, and a fairness opinion. Additional exhibits include a memorandum of understanding for the merger and governance/background materials. Matrix also submitted a consent on Form F‑X dated November 4, 2025.

Insights

Cross-border M&A counsel

Procedural cross-border notice for a proposed Matrix–Magic merger.

Matrix IT furnished Form CB as a disclosure mechanism for a cross-border offer under Rule 802. The materials include a proxy for a Special General Meeting to approve the Merger Agreement and translated Israeli filings, aligning U.S. investors with home-jurisdiction disclosures.

The exhibits list Magic’s audited financials as of December 31, 2024 and reviewed financials as of June 30, 2025, plus a fairness opinion. This supports informed voting and compliance but does not state consideration, structure, or exchange ratios in this excerpt.

Key sequence items are the offer commencement on November 4, 2025 and the Rule 802 legend. Further transaction specifics would appear in the attached proxy and immediate reports or subsequent filings.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

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 0.01 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 

November 4, 2025

(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 regarding a transaction in which the controlling shareholder has a personal interest, and Notice of a Special General Meeting of Shareholders of Matrix IT Ltd. (“Matrix”) to approve the Merger Agreement, including Proxy Statement, outline of the business and operations of Magic Software Enterprises Ltd. (“Magic”), audited consolidated financial statements of Magic as of December 31, 2024(1), reviewed consolidated financial statements of Magic as of June 30, 2025 and fairness opinion, filed by Matrix with the Israel Securities Authority and Tel Aviv Stock Exchange on November 3, 2025.

(1) The audited consolidated financial statements of Magic Software Enterprises Ltd. as of December 31, 2024 are incorporated by reference to Item 18 of Magic’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 15, 2025 (accession number 0001213900-25-043459).

(b) Not applicable.

Item 2. Informational Legends

Exhibit Number
99.2	English translation of Immediate Report regarding signing of a Memorandum of Understanding with respect to the merger transaction with Magic, filed by Matrix with the Israel Securities Authority and Tel Aviv Stock Exchange on March 11, 2025.
99.3	English translation of excerpt of the 2024 Periodic Report, filed by Matrix with the Israel Securities Authority and Tel Aviv Stock Exchange on March 16, 2025, including information regarding the members of the Independent Committee.
99.4	English translation of excerpt of Immediate Report, filed by Matrix with the Israel Securities Authority and Tel Aviv Stock Exchange on October 20, 2025, including the names and holdings of the material shareholders of Formula Systems (1985) Ltd.

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: November 4, 2025

FAQ

What did Matrix IT Ltd. file in relation to MGIC?

Matrix filed a Form CB for a cross-border tender/rights offering tied to a proposed merger with Magic Software Enterprises Ltd. (MGIC).

When did the offer related to MGIC commence?

The filing states the offer commenced on November 4, 2025.

What approvals are sought in the Matrix–Magic transaction?

A Special General Meeting is noticed to approve the Merger Agreement, per the attached proxy materials.

What financial statements of MGIC are included?

Magic’s audited consolidated financials as of December 31, 2024 and reviewed consolidated financials as of June 30, 2025.

Does the filing include a fairness opinion?

Yes. The exhibits include a fairness opinion related to the merger.

What regulatory legends or consents are included?

A Rule 802 legend is included in the cited documents, and Matrix submitted a Form F‑X consent dated November 4, 2025.