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Haim Katzman
(Photo: Amit Shaal)
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The girl’s house compound. The deal enabled the cash flow
(Photo: Amit Shaal)
Rosen and Tochmeier did not come to Norstar and Gazit Globe to make a financial round. Their goal is much bigger – to create a real estate giant. They have realized that with an investment of a few hundred million shekels, they can take over properties worth 40 billion shekels spread around the world. And they have no intention of missing this opportunity. At this stage it is a kind of Joint control of the company, they and Katzman, but not formal control, due to the limitations of the law of centralization.
Although this is not a hostile takeover by Rosen and Tochmeier, it is impossible to say that Katzman, one of the oldest real estate tycoons in Israel, invited someone to enter the business. 10% of Norstar.As stated, after reaching this holding, Rosen called Katzman.
The two arranged to meet at 19:00 at the offices of the Gazit Globe Group in Compound G in Tzameret Park in Tel Aviv, owned by Gazit Globe. Rosen arrived with his son, Ben Rosen, who is in his early 20s, and with Adv. Israel Shimonov. Tochmeier, his partner, was not present because he is abroad. Katzman was present at a meeting with his son-in-law, Zvi Gordon, who is responsible for the mergers and acquisitions in the group. Rosen pressured Katzman to sell him a share of his shares. Katzman told him that I sold a share of the company. “His son-in-law also strongly opposed the sale of the shares.
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Israeli controlling shareholders Canada Assi Tochmeier and Barak Rosen
(Photo: Uriel Cohen)
But slowly Katzman softened. This is thanks to two insights that began to crystallize in his mind and seep into his heart. The first is that a collaboration with Rosen and Tochmeier constitutes a hedge of the risk that the two will embark on a course of hostile takeover. The second is that in the end, it is not necessarily a negative move for him. Although he will hold a smaller share in the company, but at a higher value, he will have a new partner. It is true that this is a wild horse, but one that has proven energies and abilities when it comes to improving properties in Israel, and one that has good connections in the right places. Ultimately, this is a partner who will breathe life into the company.
In addition, in the depths of Katzman’s consciousness, he knew that Gazit Globe is a highly leveraged and risk-free company, certainly not in the current capital market where many believe his big celebration, which took place in the last two years, may end. And if so, along with the new partner, the burden will not be placed solely on his shoulders. And in a cold account, she eventually agreed to sell her shares, 50% higher than the market price two days earlier.
According to those present at the meeting, Rosen was determined not to leave Katzman’s office until a contract was signed. The conversation was not about who was at ease and was accompanied by many crises. As stated, Katzman’s son-in-law opposed the sale of the shares and his opinion made it difficult to reach agreements. Katzman said that after reaching agreements, both parties left the meeting, which lasted until four in the morning, dissatisfied.
Rosen and Tochmeier’s takeover of the Gazib Globe group will not be immediate. They will cooperate with Katzman, but their fingerprint will be felt well, on the formal ticket of significant shareholders.
It is not clear whether Katzman is fully aware of the future significance of what is unfolding before his eyes, but it seems so. Ultimately, this deal marks the future rulers of the empire he founded with his former partner Dori Segal. In a zoom investor talk that Rosen will hold this week, to which the invitation sent by Katzman’s public relations office, he will present a picture according to which he believes in Katzman’s abilities and experience, and himself as someone who comes to contribute to the company’s development. In other words, Rosen and Tochmeier’s takeover of the Gazib Globe group will not be immediate. They will cooperate with Katzman, but their fingerprint will be felt well, on the formal ticket of significant shareholders.
The report to the stock exchange included an undertaking by Israel Canada not to increase its holding in Norstar by more than 22.6%. During Thursday, Israel Canada acquired an additional 1% on the stock exchange and reached the maximum limit specified in the agreement. It also undertook not to cooperate with other shareholders against Katzman. This is a mainly technical clause, designed to ensure that Israel Canada does not violate the law of centralization, because it must not hold control of Norstar in the current situation, nor to increase its holdings above 25% -29.9% (depending on who asks), as then a three-tiered pyramid will be created Public – Israel Canada, Norstar and Gazit Globe.
But Rosen and Tochmeier will not be short of influence. The Zalkind brothers and Tzachi Nachmias, who each own 29.9% of the DSK group through public companies under their control, also have no shareholders’ agreement, so as not to violate the Centralization Law, but they are the ones who influence the group’s conduct.
The most important thing in the agreement is the exception set for Israel Canada’s commitment not to exceed a holding of 22.6%. The exception is that the obligation is not valid if the entire shares of Norstar are purchased. This clause hints at the future: the merger of Israel Canada and Norstar in a reverse triple merger deal. Israel Canada can make the move with or without Katzman, so he will in any case remain a shareholder (minority, but at a respectable rate) in the merged company. Norstar has a debt to the bondholders in the amount of NIS 800 million, which financially makes the move possible. This is the top goal of Rosen and Tochmeier. The scenario in which Katzman will agree to this move is not unreasonable.
Katzman made sure to include in the regulations of Norstar, which is a company registered in Panama, some poison pills that would prevent a hostile takeover. First, its very registration in Panama, which makes it legally difficult for it to merge with an Israeli company. But this difficulty can be overcome. Second, voting on the identity of the members of the board of directors is done in a graded manner, and each member is elected for three years. And there are additional mechanisms.
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Rami Levi. Potential for collaboration
(Photo: Anar Green)
But Rosen and Tochmeier have their weapons. Central to those at Arsenal is the possibility of collaborating with other shareholders, not as part of signing an agreement that would cause them to break the law of centralization. They can collaborate with Rami Levy (who owns about 3% -4% in Norstar), Itzik Sela (5.1%), Menora Mivtachim (2%) or the hedge fund Sifra (3%, which it acquired last Thursday when the trading volume in the stock Norstar was huge and amounted to NIS 105 million), and to vote together at shareholders’ meetings. The Count has good relations with Sifra and Menora Mivtachim, and has easy access to the rest of the shareholders as well. Katzman does not want to find this coalition forming against him.
It is impossible to ignore the fact that Katzman agreed to sell to Israel Canada the shares of Norstar in his possession, which constitute 11.5% of the company’s shares. Although he made sure to send and transmit the message that he remained to run the company and he controlled it. However, at the age of 72, and with his three daughters not taking part in the business, the question of continuity hovers in the air with noticeable seriousness. This is despite the fact that Katzman is full of ambition, even more than before. In the end, it is this deal that marks the next generation of Gazit Globe, and is devoid of affinity or blood ties to Katzman himself.
Katzman could be pleased that his shares are worth more today. But who can be more satisfied, is his hungry and ambitious neighbor for the flight – Rosen
Most of Rosen and Tochmeier’s involvement is expected to be in Gazit Globe’s assets in Israel. These constitute 26% of the value of the company’s assets. The desire is to increase assets by exercising and increasing building rights in Gazit Globe’s commercial centers in Israel. These are potential hundreds of thousands of square meters, with the ambition also to enter the field of rental housing, so that the properties in Israel will reach a share of 40% of Gazit Globe’s portfolio.
The expected involvement of Rosen and Tochmeier in Israel is not accidental. Beyond the fact that Israel Canada is a company whose most activity is in Israel, and on a large scale, which means that the two have the ability and experience in the local market, Katzman lives most of the year in Miami, so they go into a vacuum.
In the coming days, Rosen and Katzman will fly in a private plane to tour Gazit Globe’s properties around the world. While flying in an airplane, Katzman could be pleased that his shares today are worth more. But who can be more satisfied, is his hungry and ambitious neighbor for the flight – Rosen. This is a shrewd trader who knows how to give the person next to him the feeling that they are in the same boat and fighting together on the same front. But between the teeth he always holds a sharpened and sharp knife, which he knows how to use to make his partners pain as well.