Hutchison’s receiver in Partner, Adv. Ehud Sol, today responded to the Saban Group’s request, which opposes the sale of control of Partner to the Rodav-Gabay Group, and to the official receiver’s proposal to hold a tender for the sale of the shares.
The receiver is asking the court to compel the Saban Group to post an unconditional bank guarantee to compensate Hutchison for damages in the event that the deal with Rodev-Gabay is canceled, saying the receiver has exceeded its legal territory by demanding a tender for the shares and its position includes false statements.
It was further alleged that Hutchison is a global expert in communications investments and she referred to a gathering of investors from all over the world to examine the possibility of selling the shares.
In response to Saban’s request, Advocate Sol ruled that the company that established the Saban Group for the benefit of holding shares in Partner is an empty company established to hold the pledged shares. The fruits of the realization of these shares.
We will explain that in 2009 Hutchison sold the controlling shares to Skylex. The secured debt originated in a $ 300 million loan that Hutchison provided to Skylex and against which Skylex worked, part of the Partner shares acquired by it from Hutchison. Skylex ran into difficulties and as a result sold the controlling interest in the Saban Group, which was given responsibility for repaying the secured debt to Hutchison.
Receiver: Saban knew about the process of selling the shares without a tender
According to Adv. Sol, a Saban company established for the purpose of the transaction is an empty vessel, an intangible entity whose claims are not willing to support its claims in the affidavit. For the sale of the shares to the Rodev-Debai Group, after it refused to pay the debt to the creditor Hutchison.
The receiver further argued that the non-acceptance of the transaction meant a postponement of many months in the proceedings. The encumbered shares are a tradable asset exposed to many risks, to which must be added the uncertainty about Partner and its employees, which will ultimately hurt Hutchison herself. It was further alleged that Saban did not have the ability to sue Hutchison for her damages. He noted that on December 15, the Rodav-Gabay group’s offer would expire and there was no guarantee that it would agree to extend it for sure if it was decided to go out to public tender. Therefore, there is no practical possibility for the official receiver to bid, according to which the receiver will issue a quick tender.
The receiver also noted that contrary to Saban Group’s claims, it was aware of the process of selling the shares without a tender and it also knew about the negotiations conducted with a foreign investment fund represented by Saban Law Firm until a month ago. He further claimed that Saban Group gave Her consent to the proceeding and forwarded to the receiver information required for the execution of the transaction and even met through its adviser with the receiver.
It was further stated that there is no basis for the claim that there is an obligation to realize a mortgaged property through a tender only and that the main consideration is the carrying of the consideration.
$ 150 million guarantee
The main claim of Hutchison and its receiver is that the amount of the secured debt is about NIS 1.23 billion. This amount is increasing due to the arrears interest imposed on it. Saban Group does not deny these facts. The proposed consideration for the encumbered shares is approximately NIS 950 million. Thus, Hutchison is a short-term secured creditor and the purchase offer she supports creates a pocket shortfall of almost NIS 300 million.
“Therefore, the question currently before the Honorable Court is not whether the sale procedure was the best procedure, but whether the existence of another procedure would have resulted in at least NIS 300 million higher than the proposed consideration,” wrote Adv. Sol. “The answer to this question is no. In the Greater Thousand. At the end of the day, the auction is not a goal but a means. The sanctification of the tender in this case will not lead to a result that will return to Saban a surplus over the guaranteed debt. “What benefit would it be to Saban if the receiver were required to carry out a tender procedure, which would not bring any residual value to it, and on the other hand would endanger the secured creditor in the loss of the current bid.”
Advocate Sol noted that Hutchison’s support is the most credible valuation regarding the feasibility and fairness of the takeover bid. An investment banker or conducted a tender for the sale of the pledged shares? Why did she not redeem the pledged shares in the last two years? Because the answer to the question is that this simply could not be implemented.
If the court grants the Saban Group’s objection to the transaction and orders a tender for Partner’s shares, the receiver seeking Saban’s bail of $ 150 million against the damages caused to it.
The Saban group said: “The receiver presents a false picture and continues to mislead the court.”