The purchasers are Yitzhak Kaul, Avi Kaminski, and Assaf Beker. The deal is contingent on due diligence and the approval of various parties, including the Antitrust Authority director general.
Ma’ariv Holdings today notified the Tel Aviv Stock Exchange that it had signed a memorandum of understanding (MOU) yesterday for the sale of its stake in Hed Arzi to Kaul-Beker-Kaminski, a company controlled by Yitzhak Kaul, Avi Kaminski, and Assaf Beker.
Under the agreement, the purchasers will conduct due diligence of Hed Arzi within 30 days, after which they will decide whether to sign the purchase agreement. Ma’ariv Holdings said the agreement was subject to the approval of various parties, under the Companies Law, the Restrictive Trade Practices Law 1988, and the securities regulations.
If the deal is signed after due diligence, it will include the following:
- The purchasers will replace the guarantees provided by Ma’ariv Holdings (NIS 5 million) and Israel Land Development Company (Nasdaq: ILDCY) (NIS 33 million) to the banks for Hed Arzi. Ma’ariv Holdings will convert a NIS 25.5 million (as of September 30, 2002) owners loan to Hed Arzi into capital.
- The purchasers will give Ma’ariv Holdings the money it has transferred or will transfer to Hed Arzi, starting on January 1, 2003, subject to the approval of the purchasers. Hed Arzi will pay off Israel Land Development’s NIS 15 million (as of September 30, 2002) owners loan to Hed Arzi, in annual payments, starting in 2007. The payments will be determined as an agreed proportion of Hed Arzi’s gross profit.
Starting in 2009, the purchasers will have an option to convert the unpaid balance of Israel Land Development’s loan into Hed Arzi share capital, according to a valuation to be conducted for Hed Arzi. The deal will be according to the financial data for Hed Arzi in its financial statements, as of December 31, 2002.
Published by Globes [online] - www.globes.co.il - on January 29, 2003