Brothers Yossi and Shlomi Amir submitted a bid to acquire control of B.Shufersal , According to which they will be allotted 88 million Shufersal shares (which will constitute 24.9% of the issued and paid-up capital) at a price of NIS 28 per share, and a total of NIS 2.46 billion. The Shufersal share price closed today at NIS 27.2 per share.
Shufersal operates without a core of control, with the major shareholders in the giant retailer being institutional entities, the largest of which is Altshuler (9.9%), followed by Migdal, Harel, Menora, Clal and Phoenix.
The report stated that the purchase amount is subject to adjustments due to changes in the company’s capital, distribution of benefit shares and distribution of dividends, so that after adjusting the price, the company will pay a total consideration in cash of NIS 2.06 billion. According to the proposal, seven directors proposed by the brothers will be appointed to the Shufersalf board of directors, and “going into the date of the investment, the board will approve a dividend distribution to shareholders in the total amount of NIS 1.2 billion.”
According to the report, the determining date for eligibility for the dividend will be set for an early date for the allotment of shares, so that the allotted shares will not acquire the right to receive the dividend.
“From the date of this offer until the date of the allotment of the allotted shares, the company will not take any action that could frustrate the implementation of this offer, including talks with potential bidders and acceptance of competing offers,” the investment offer states.
If the price of Shufersal’s share at the date of allotment of the allotted shares is less than 10% of the share price yesterday (March 13), a price adjustment will be made so that the consideration that Freshmarket will pay will be reduced by the same rate as the decline, according to the offer.
The offer is valid for 10 days, and if it is accepted by Shufersal – the agreement will enter into force within 60 days from the date of fulfillment of all the conditions precedent (including stock exchange approval for listing of the allotted shares and regulatory approvals).
In August, the Amir brothers, the controlling owners of the Freshmarket food chain, led its sale to Paz in a huge deal worth about NIS 2 billion. The transaction was completed last January, and Freshmarket’s shares were delisted from trading in Tel Aviv.