Source - PRN

BSD Crown Ltd. (LSE: BSD)

(the “Company”)

 Update in relation to the proposed tender offer

Ramat Gan, Israel, 6 September 2016

Further to Company's announcements dated 19 August and 2 September 2016, Mr. Naftali Shani and Adv. Arnon Gicelter (the "Petitioners") have asked the Court to postpone the proposed tender offer by Yossi Willi Management and Investments Ltd on the grounds that: (a) it might jeopardize the ongoing Court process relating to the proposed sale of shares in the Company held by the Petitioners (the “Sale”); and (b) the proposed tender offer should be considered as a “special” tender offer under the Israeli Companies Law because of the shareholdings of Zvi and Joseph Williger (among others). The Court asked for the Company’s response to the request.

Under the Israeli Companies Law, if the proposed tender offer is treated as a “special” tender offer, the Board will need to provide an opinion as to whether or not it supports the offer. In addition, the special tender offer will fail if it is not approved by a majority of the shareholders (other than the shareholder making the offer (the “Offeror”)). The Offeror must acquire at least 5% of the outstanding shares.

The Board of Directors has not yet decided if the proposed tender offer requires to be treated as a special tender offer, nor does it mean that the board shall make such a decision in the future.

Nevertheless, in case it is decided, by the court, that the offer served is in fact, a special tender offer, according to its terms, then the offer shall be required to be revised or If decided by a court, can be suspended or terminated.

In the meantime, the Company has filed the following response with the Court:

  1. The Company agrees  that the tender offer might jeopardize the Sale, which in turn might impact the level of funds which would be credited to Israel 18 following repayment of the amounts due to the Petitioners, and over which the Company has an interim order as announced on 30 August 2016.
  2. If decided that the tender offer be treated as a special tender offer, the board shall  publish its opinion regarding the special tender offer.
  3. In relation to the Sale, competing offerors have made offers to purchase the relevant shares in the Company at a price per share of 55.67 pence, which values the Company at over US$60 million. Such competing offers also include an offer made by  Zvi Williger himself, who  has offered to buy the Petitioners held shares for US$13.7M , which is equivalent to 41.20 pence per share and values the Company  at US$54 million),  compared to 25 pence per share offered by Joseph Williger.

The company will provide an update in due course.


Gregory Gurtovoy, chairman of the board: [email protected]

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