Company NorstarWhich controls Gazit Globe, And is interested in distributing 13% of Gazit Globe’s shares to its shareholders as a dividend in kind, responds in a scathing letter to a letter revealed in Globes last Wednesday on behalf of Israel Canada controlled by Barak Rosen and Assi Tochmeier. In the reply letter sent this evening by Adv. Shoni Albeck on behalf of Norstar to Israel Canada, it was argued that not only is there no “struggle for control” over NuRestar, but Israel Canada also can not wage a control struggle if it wanted to, because under the law of centralization it would create a forbidden pyramid if it controlled Norstar.
Norstar rejects the allegations in a letter from Israel Canada and Keren Sefirah sent to it last Wednesday (13.4). In the same letter, the two entities, through their attorney, Adv. Aharon Michaeli of Goldfarb Seligman, argued that the real, overt and clear purpose of Gazit Globe’s share distribution to Norstar shareholders, which should accompany a capital raising step, is to “fortify control. Haim Katzman in the company and help him block the possibility of transferring control of the company to another person or corporation. “
In the response letter, Norstar replies that Israel Canada’s merger with its other shareholder, the Sefirah hedge fund, also contradicts the agreement that Israel Canada signed with the current controlling shareholder in Norstar, Haim Katzman. Under the same agreement, Katzman sold to Canada Canada a 11% stake, earlier this year, which raised its holding from 10% to 22%. Overall, Israel Canada holds 22.6% of Norstar today.
Advocate Albeck notes in his letter that the association in question “creates joint control, which is also prohibited under the Centralization Law and it even constitutes a violation of their contractual obligation to Mr. Katzman and the company. In this context, the joining of Israel Canada to the Sefirah Fund is seen on its face as an action contrary to the above commitment. “
Norstar also claims that the planned distribution of the Gazit Globe share is not new and will even be examined even before Rosen and Tochmeier arrived through Israel Canada for their shareholding in the company. “The purpose of this move is to serve the good of the company,” Norstar replies. She adds that as Israel Canada admits in its letter to it, “an in-kind distribution of all Gazit shares is an action that would increase Gazit’s market value and serve the good of the company and its shareholders.”
Beyond that, mention is made of Norstar, which is a company incorporated in Panama, that it will not be easy to take over the company anyway. They are reminiscent of a type of “poison pill” that is anchored in the structure of society. Norstar operates according to a rated board (staggered board) A defense structure against hostile takeovers where the replacement of directors takes a long time. In the letter, Norstar states that “even if your clients violate the agreement they signed with Mr. Katzman, and connect with additional shareholders, they will still not be able to replace the company’s board of directors, as the company has a board of directors for three years. .