SEC Form SC TO-I filed by Wix.com Ltd.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

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WIX.COM LTD.

 

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

Ordinary Shares, NIS 0.01 par value

(Title of Class of Securities)

 

M98068105

(CUSIP Number of Class of Securities)

 

Naama Kaenan, Adv.

General Counsel

Wix.com Ltd.

5 Yunitsman St.

Tel Aviv, 6936025 Israel

+972 (3) 545-4900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☐          third-party tender offer subject to Rule 14d-1.

☒          issuer tender offer subject to Rule 13e-4.

☐          going-private transaction subject to Rule 13e-3.

☐          amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: £

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐          Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐          Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

SCHEDULE TO

 

This Tender Offer Statement on Schedule TO relates to the offer by Wix.com Ltd., an Israeli company (“Wix” or the “Company”), to purchase up to $1,750,000,000 in aggregate purchase price of its issued and outstanding ordinary shares, par value NIS 0.01 per share (the “Shares”), at a price not greater than $92.00 nor less than $80.00 per Share, as defined in the Offer to Purchase (defined below), to the tendering holder in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Tender Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

 

The information in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, are incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.

 

ITEM 1.          SUMMARY TERM SHEET.

 

The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A), is incorporated herein by reference.

 

ITEM 2.          SUBJECT COMPANY INFORMATION.

 

(a)     Name and Address: The name of the subject company is Wix.com Ltd., an Israeli company. The address and telephone number of its principal executive offices are: Wix Campus, Building B, 5th Floor, 5 Yunitsman Street, Tel Aviv 6936025, Israel (telephone number: +972 (3) 545-4900). The information set forth in Section 10 (“Certain Information Concerning Us”) of the Offer to Purchase is incorporated herein by reference.

 

(b)     Securities: The information set forth in the section of the Offer to Purchase captioned “Introduction” and in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

(c)     Trading Market and Price: The information set forth in the section of the Offer to Purchase captioned “Introduction” and Section 8 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

 

ITEM 3.          IDENTITY AND BACKGROUND OF FILING PERSON.

 

(a)     Name and Address: The name of the filing person is Wix.com Ltd., an Israeli company. The address and telephone number of its principal executive offices are set forth under Item 2(a) above. The information set forth in Section 10 (“Certain Information Concerning Us”) and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase and in Schedule I to the Offer to Purchase is incorporated herein by reference.

 

ITEM 4.          TERMS OF THE TRANSACTION.

 

(a)     Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet,” and in Section 1 (“Number of Shares; Price; Proration”), Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditional Tender of Shares”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 13 (“Certain U.S. Federal and Israeli Income Tax Considerations”), Section 14 (“Extension of the Offer; Termination; Amendment”) and Section 16 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference.

 

(b)     Purchases: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

ITEM 5.          PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

 

(a)     Agreements Involving the Subject Company’s Securities: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

ITEM 6.          PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

 

(a)     Purposes: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”) of the Offer to Purchase is incorporated herein by reference.

 

(b)     Use of the Securities Acquired: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”) of the Offer to Purchase is incorporated herein by reference.

 

(c)     Plans: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”) and Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

 

ITEM 7.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

(a)     Source of Funds: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

 

(b)     Conditions: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

 

(c)     Borrowed Funds: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

 

ITEM 8.          INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

 

(a)     Securities Ownership: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

(b)     Securities Transactions: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

ITEM 9.          PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

 

(a)     Solicitations or Recommendations: The information set forth in Section 15 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.

ITEM 10.          FINANCIAL STATEMENTS.

 

(a) and (b) Not applicable.

 

ITEM 11.          ADDITIONAL INFORMATION.

 

(a)     Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”),  Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and Section 12 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.

 

(b)     Other Material Information: The information in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference.

 

ITEM 12.          EXHIBITS.

 

EXHIBIT NUMBER

DESCRIPTION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

____________________

*Filed Herewith

 

ITEM 13.          INFORMATION REQUIRED BY SCHEDULE 13E-3.

 

Not applicable.

 

SIGNATURE

 

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.

 

	WIX.COM LTD.
Date: March 5, 2026	By:	/s/ Naama Kaenan
	Name:	Naama Kaenan
	Title:	General Counsel