The barrier to acquiring control of the insurance group has been removed Ayalon In the hands of the digital insurance company Assurance. This is after the boards of directors of Ayalon Holdings and Ayalon Insurance approved the merger between the two companies, which is a condition for completing the transaction and is intended to “fold” one layer in the Ayalon Group, in order to comply with the provisions of the Centralization Law.
Today, Ayalon Public Holdings owns Ayalon Private Insurance, which owns Ayalon IPOs, which is a corporation that reports that it issued bonds to the public. Rabbi Avigdor Kaplan said that “the approval is a significant milestone that will make it possible to complete the sale for the GlobalTech alignment, and thus march Ayalon forward, in harmony.”
Last June, Vishor signed a deal to purchase the controlling shares in Ayalon Insurance Company (approximately 67%) from the heirs of Ayalon founder Levy Rahmani. The deadline set for the completion of the transaction is May 1, 2022, while meeting the conditions precedent, one of which is compliance with the provisions of the Centralization Law.
In total, the purchase volume will reach 67% of Ayalon shares, for which NIS 472 million will be paid, while Vishur added businessman Zvi Barak, who will provide NIS 180 million for his share in Ayalon shares (through Caesarea Medical Electronics), in parallel with an investment of 90 NIS 1 million to be made in shares and alignment itself.
Alignment: “Low competitiveness between companies”
Meanwhile, Vishor, which is controlled by Emil Weinschel and Nitzan Tze’ir-Harim, reported that Ayalon’s board of directors asked it for clarification that interests the entire market – how the controlling shareholders and the company (Vishor) intend to act in the context of controlling two insurance companies after the transaction. Vyshor clarified that in their opinion “the level of competitiveness between the two companies is low.”
“Vishor is a digital insurance company in the field of general insurance, which has advanced technological capabilities. The company is based on multi-channel marketing that is mainly direct and partly Internet in the field of general insurance,” explained Vishor, while Ayalon is a traditional insurance company. “Long-term, as well as life insurance and long-term savings. In all areas of activity, Ayalon is based on marketing through insurance agents and insurance agencies, so at the starting point, the level of competition between them is low.”
Despite this, the alignment intends to take a series of steps in order to manage the companies separately. For example, a director who serves in insurance insurance will not serve in Ayalon. It was further stipulated that the managements of the insurance companies and their boards of directors shall maintain a division between the companies in any matter which has a conflict of interest, and which has no synergistic value that can benefit both companies.
In addition, Ayalon will have the right to refuse any new business opportunity (which is not part of a tender or competitive process), related to insurance activity through agents in the field of general insurance, including the purchase of agent portfolios, which may interest both companies and reach the controlling shareholders. “You will have the right to refuse at any business opportunity through agents in the field of health insurance (except for trips abroad in which Ayalon is not active), and in the field of life insurance,” explained Vishor.
Last week, Ayalon held the company’s first top management conference in the new lineup, along with chairman Kaplan and new CEO Sharon Reich, where its plans for the coming period were presented. During the meeting, Reich said, in his first statement since his appointment, that first and foremost, Ayalon will continue to be a company operating through professional insurance agents, while Vishor will operate as an independent digital insurance company.
There is a slim chance of a similar arrangement in Clal Insurance
The Vishur and Ayalon transaction may be resolved by folding a layer in the manner specified, but the requirement set by the Securities Authority also applies to the request to acquire control. BClal Insurance Submitted by Alrov Real Estate of Alfred Akirov.
In this case, too, Clal Holdings is a public company, the insurance company under it is private, and Clalbit Financing is a bond-raising company.
Unlike Ayalon, where the shareholders of the two companies have an interest in completing the sale, Clal Insurance – a company without a controlling interest today – will not initiate a merger that will make it easier for Alrov and its owners Akirov to take over the company.
Alrov, which already owns 15% of Clal’s shares, wants to double its holdings, but there is tension between it and Clal’s management, led by CEO Yoram Naveh, since a stakeholder deal that Alrov sought to approve with its subsidiary Luca, which operates in the hotel industry in Europe. This is meant to get along well with Akirov’s son, Georgie, who runs Luca.
Clal Insurance, which was previously the largest minority shareholder in Alrov, opposed the deal, and only after agreeing to sell its shares in Alrov did it agree to support it. In addition, the volume of Clalbit’s bonds raised for Clal Gadol’s insurance company is tens of times greater than that raised by Ayalon IPOs for Ayalon, so in order to fold a layer, Clal will have to cash out about NIS 4 billion in issued bonds, as well as give up a source to raise money to expand its operations. The business.