The Bern Group is pleased to announce that it has signed a final agreement to sell the shares of Bern Germany and release all of the companies’ obligations in connection with Bern Germany.
According to the agreement – in exchange for the purchase of the shares and the release of the sellers and the company from all their obligations in connection with Bern Germany, the purchaser will pay a total of approximately 13.5 million euros (approximately 47.5 million) in an amount of approximately 1.7 million euros (approximately 6.1 million NIS). Will be used to repay the full owner loan provided by the sellers.
On the date of completion, and subject to the fulfillment of the conditions precedent, the purchaser will pay Bern a sum of EUR 12.5 million (approximately NIS 44 million) and an amount of approximately EUR 1 million (approximately NIS 3.5 million) will be deposited in trust for a maximum period of up to 12 months. To the terms of the agreement and as is customary in transactions of this type.
The share sale agreement includes provisions customary in such agreements with respect to presentations, compensation and indemnity clauses, non-compete by the sellers for a fixed period in the field of communications infrastructure in Germany, etc., which will remain in effect even after the transaction, subject to the terms of the agreement.
Completion of the transaction is subject to approval by financing bodies (banks and insurance companies), inter alia, to transfer control of Bern Germany to the purchaser and release the sellers and the company from their obligations to the financing bodies (unless the parties waive approval). The suspensions.
If the conditions precedent are not met until the end of 21 days from the signing of the agreement, or until a later date in the agreement of the parties, each party will be able to notify the other of the cancellation of the agreement, and neither party will have a claim or claim against the other.
To the best of the Company’s assessment, and based on its financial data as of December 31, 2021, the Company is expected to record in the financial statements of the second quarter of 2022 a profit before tax in the amount of NIS 18 million for the sale and an increase of NIS 30 million in equity.
According to Itzik Frank, CEO of Bern, “I am pleased to sign the successful agreement to complete the sale of the activity in Germany at an excellent strategic time for us. We will use the sale proceeds to strengthen the strategic moves we have presented in recent months to continue to flood value to our shareholders. “Following the recovery process we have led in Germany over the past few years during which we have transformed local operations from a loss-making company and difficulties into a profitable, solid, growing and valuable company, a revolution that has led to interest from a leading factor.”