The saga of the Convexom drone company it previously acquired NSO Continues with another twist in the plot. After at the beginning of the month it already seemed that the trustee of the company appointed for the purpose of rehabilitation, attorney Uri Gaon, accepted the offer of the Noel Foundation – the controlling owner of the company NSO which is in conflict with its management – to acquire Convexum, now the founding directors and managers of the drone company are trying to regain control of the company with a counter offer in the amount of 45 million dollars.
According to two requests submitted in recent months to the Tel Aviv District Court by the company’s founder and former CEO Gilad Sahar, it appears that a group of founders and former employees, along with the venture capital fund F2 of Barak Rabinowitz, Johnny Sachs and Eddie Shalio, are interested in regaining control of Convexum and in practice preventing the Noel Foundation from taking over the company.
As I recall, two weeks ago the trustee announced that he had chosen the proposal of the Noel Foundation (Noel Scp) to acquire Convexum in a deal totaling 29 million dollars and that he intends to bring the approval of the deal to the meeting of the company’s creditors. Convexom, a company that developed a defense system against attack drones, employs about 30 workers in the Toha Tower in Tel Aviv, was purchased by NSO two years ago, and at the end of last year it entered a rehabilitation procedure under the auspices of the Tel Aviv District Court after reaching insolvency, in what appears to be a business dispute between NSO to its major controlling shareholder, the American Legal Consulting Company BRG which actually controls the Noel Foundation.
Even though-BRG is the largest shareholder inNSO Through the Noel Foundation, she conducts an acute business dispute with her management over the intention of NSO itself to be sold to a foreign company and against the background of the expected return from such a sale. while BRG She does not see Pegasus, the intelligence agent of NSO A salable asset, after all, the drone company that purchased it NSO Two years ago it was a real asset for her.
The legal battle she waged BRG Opposite NSO Since last December, he has seemingly leaned in favor of the former, with the decision of the trustee, attorney Uri Gaon, to disconnect between the two NSO Convexum and its tendency to accept the Noel Foundation’s purchase offer. However, Convexom’s founder, Gilad Sahar, who was fired by the trustee earlier this year, is now seeking to thwart the deal by returning the drone company to a group of investors led by him through a $45 million offer.
Harsh criticism of the company’s rehabilitation by the trustee
In the application that Sahar submitted a week ago to the District Court in Tel Aviv, a proposal was made within the framework of a group of investors that includes the founders of the drone company – Sahar himself and Niv Magen – former managers of the company and a fund F2, the original investor in Convexom, to purchase Convexom from the trustee. At the same time, Sahar asked the company’s trustee to delay the creditors’ meeting that was originally planned to approve the counter-purchase offer, that of the Noel Fund in the amount of 29 million dollars.
As part of the request, Sahar sharply criticized the way in which the company’s rehabilitation process was managed by Attorney Gaon. According to him, Gaon did not share with him business data related to the company that might have helped him submit a higher offer than the ones that were finally submitted. Sahar also claimed that Gaon did not publish an offer to publicly offer bids for the purchase of shares in Convexum, and he did not detail or explain what the data and conditions were that led him to prefer a discreet pricing process over a public process which he claimed could have raised the bids.
Apart from the total amount, the main difference between the offer received by the trustee, and Sahar’s counter offer, concerns the amount of investment in the company’s coffers and the time frame in which it will be carried out. While the Noel Foundation proposes to invest 11.5 million dollars within 3 years, the founders are ready to inject 15 million dollars within one year, in two installments.
However, for the company’s employees, the Noel Foundation’s offer is more friendly and includes the continuation of their employment for at least one year and the allocation of an amount amounting to 40% of the total salaries in favor of bonuses, as well as the granting of options amounting to 25% of the share capital. The Sahar Group is ready to employ 90% of the company’s employees on the eve of its entry into rehabilitation and provide options totaling 20% of the company’s shares.
Sahar, it should be noted, managed the sale of the company toNSO Two years ago and to this day he holds options in Triangle, the parent company of NSO. Shortly after the purchase in March 2020, he moved his seat to my office NSO But he continued to work under Convexum until last April, when, as mentioned, he was fired by Attorney Gaon due to differences of opinion.
Sahar, or any of his group of investors represented by lawyers Israel Bacher and Rotem Rosenzweig-Sima from the Pearl Cohen officepreferred not to respond to this news.
Foundation F2 Founded by Genesis alumni Barak Rabinowitz, Johnny Sachs and Eddie Shalio. The latter also served as the first investor of NSO With its establishment more than a decade ago. Among the investments of F2 – The fintech company Just, the cyber company Zero Networks, the information management company Explorium, and the delivery enterprise Abu Spitfire have laid off most of their employees in recent months.
Advocate Gaon fired Sahar with his own hands
In the trustee’s response submitted the day after Sa’ar’s request to the court, Attorney Gaon was not held liable. According to him, the company’s employees support the Noel Foundation’s proposal, and that Sahar himself is not a shareholder in the company and in a legal scenario may at most be considered a creditor.
In July, Sahar requested to take over Convexum’s shares on the grounds that the original terms of the deal signed in 2020 were not respected. According to him, he did not receive the rewards he was promised during the following years. “The applicant creates his own reality,” wrote Attorney Gaon O’Sahar, “within the simulated reality, the applicant (Gilad Sahar – AG) decided that the controlling shares in Convexum are already in his hands, even though two years have passed since he signed an agreement in which the applicant was paid a substantial amount in cash Very much and it is not possible to decide with the swing of a pen that the shares will return to him.”
“Given the passage of time, the change of circumstances and the change that has taken place in Convexum’s activity, being insolvent and after the court has appointed a trustee for the company, the thought or idea that one can request enforcement on the one hand, cancellation on the other hand and ignore what is happening in reality regarding the company – is doomed to failure.”
Gaon also mentions that he was the one who fired Sahar from the company with his own hands, and that during a request that was submitted to the court in order to avoid the dismissal or at the very least to put him on voluntary leave, Sahar planned that he would work for the trustee in any way and would continue to cooperate with him.
The offer of the Sahar group is implicitly bound by the trustee without otherwise confirming NSO: “The applicant did not bother to present the alternative plan to the trustee, but he saw fit to receive the blessing of NSO“Also regarding the nature of the proposal, Attorney Gaon has many misunderstandings: according to him, it was submitted late, it drags out the repayment to creditors over 7 years and hangs them on the existence of future operating profit, and the investors, including F2are still making efforts to raise the required capital.
On the other hand, sources familiar with the case claim that the trustee did not have an orderly process for examining the plans and did not act transparently towards Sahar and its representatives. Attorney Uri Gaon, the trustee on behalf of the court stated: “For many months various interested parties have been trying in every possible way, including using the media, to mislead and sabotage the work of the trustee around the clock to save the company and its employees. Despite this, and in contrast to these incessant attempts, we were able, as the court representatives, to pave a new path for the company and present a real and good offer for its purchase, which will guarantee its future.
“It is not surprising that the sabotage attempts do not stop even now, including the blowing up of empty balloons into the airspace. In practice, Mr. Sahar’s proposal, whose dismissal from the company a few months ago because he acted behind the trustee’s back, is an eye-catcher, since most As a whole it depends on the future profits of the company and there is no certainty for the company’s creditors. The proposal is also clearly inferior in relation to the company’s employees, all of whom gave their welcome to the proposal that the trustee submitted for approval by the court. We will continue and focus on the one goal for which we are working – the future of the company and its employees.”