Businessman’s Confidence Zvi Barak In the digital insurance company Vishor: Barak has agreed with the duo of controlling shareholders in Vishor, Emil Winshel and Nitzan Tzair-Harim, that he will transfer all of his planned investment in the acquisition of control of the company Ayalon InsuranceIn the amount of NIS 270 million, to the share capital of Vishur.
This, instead of the initial agreement between the parties, which stated that Barak would invest only NIS 90 million in Vishor shares, and the majority, NIS 180 million, in the purchase of Ayalon Insurance shares, as part of the deal signed by Vishur to acquire control of Ayalon (a procedure still awaiting capital market approval). Barak will make the investment in alignment through Caesarea Medical Electronics, which he owns together with his wife Anat.
This means that Barak will become one of the controlling shareholders in the alignment with 39% of its shares, while the founders, Emil Winschel (chairman of the insurance company) and Nitzan Tze’ir-Harim (the CEO), who currently own 65.7% of the company, will be diluted to about 41% of the capital. The company.
Vishur explained that the purpose of the change is to strengthen the company’s capital base and financial flexibility, in addition to creating an identity of interests between the controlling shareholders, both in its operations in Israel and in expanding its planned operations abroad. .
Under the terms of the current agreement, Barak’s Caesarea will invest the amount in question (NIS 270 million) in exchange for an allotment of approximately 42.9 million shares and alignment, and it will be made at a price of NIS 6.3 per share, reflecting a company value of approximately NIS 422 million (before cash) . This price is about 60% higher than the market price to which Vishur shares jumped today, and about 8% higher than the price at which Vishur was issued to the public for the first time on the Tel Aviv Stock Exchange in March last year.
Caesarea will provide a guarantee for owner loans
Another step that indicates Barak’s trust in Vishor is the guarantee given by Caesarea to the existing owner loan granted in 2016 to Ayalon Holdings in the amount of NIS 55 million, and now as part of agreements with the estate owner of the late Ayalon founder Levy Rahmani, an expert in Vishor. Caesarea will also be a guarantor for an additional loan from the sellers (Rahmani Investments), for the benefit of Vishur, in a similar amount.
According to a recent agreement of Vishor with the administrator of Levi Rahmani’s estate, it was agreed, among other things, to reduce the transaction price for the purchase of Ayalon shares by NIS 9 million, so that it will amount to NIS 463 million, and not NIS 472 million as initially agreed. About 67% of the shares in the Ayalon Group.
According to the terms of the transaction, Vishor has so far paid an advance of approximately NIS 16 million of the said consideration, and upon completion of the various conditions precedent, including receipt of the control permit, it will pay an additional NIS 34 million by May 10, and the balance upon completion of the transaction. Updated, which is set for June 30.
The agreement also stipulates that Vishor undertook to make every effort that Ayalon will pay to employees in the Ayalon Group in grants totaling NIS 20 million, with the responsibility for regulating the issue being solely on Ayalon.
The agreement between all parties was drawn up in the background of the Insurance Supervisor, Dr. Moshe Barkat, regarding the granting of the control permit for Ayalon. “Fold” one layer in the Ayalon group, in order to comply with the provisions of the Centralization Law.
Today, Ayalon Public Holdings owns Ayalon Private Insurance, which owns Ayalon IPOs, which is a corporation that reports that it issued bonds to the public. The merger between Ayalon’s two companies.
At the same time, Ayurol announced to Ayalon a series of measures designed to ensure that the companies will be managed separately. For example, it was determined that a director who serves in insurance alignment will not serve in Ayalon. It was further stipulated that the managements of the insurance companies and their boards of directors shall maintain a division between the companies in any matter which has a conflict of interest, and which has no synergistic value that can benefit both companies.