Tnuport owners make counter bid for Norstar

Yaron Adiv and Kidan Dahari  credit: Smadar Halevi
Yaron Adiv and Kidan Dahari credit: Smadar Halevi

The offer by Kidan Dahari and Yaron Adiv is higher than the one by Israel Canada, and could lead to a battle that will raise Norstar's price.

After taking over income-producing real estate companies Tnuport and Ispro, Kidan Dahari and Yaron Adiv now seek to gain control of Gazit Globe (TASE: GZT), currently controlled by Chaim Katzman. "Globes" has learned that the pair has made an offer to buy full ownership of Norstar (TASE: NSTR), which holds 51.6% of Gazit Globe.

"Globes" has further learned that Dahari and Adiv's offer is similar in nature to the one made by Israel Canada (TASE: ISCN), but higher, and is likely to lead to a battle between the two that will raise the price for Norstar.

Dahari and Adiv's offer also includes a payment of 5% of the rise in value, if any, of Gazit Globe's shares in the 36 months following completion of the acquisition for the shareholders who choose to be paid in cash. The offer does not specify the sources of finance for the acquisition, but the two have various possible independent sources, among them the possibility of floating Tnuport and Ispro.

Israel Canada, controlled by Barak Rosen and Asaf Tuchmair, holds 22.36% of Norstar. Yesterday, Israel Canada submitted to the Norstar board a non-binding offer to enter into negotiations on a deal to buy the remaining shares in Norstar, possibly with additional partners. The terms of the offer are NIS 55.55 per share, an offer that values Norstar at NIS 2.08 billion fully diluted. The offer can be accepted in two forms: completely in cash, or partly (up to 50%) in shares of Gazit Globe held by Norstar, in the ratio of 1.88 Gazit Globe shares for each Norstar share. If it takes place, the deal will be a triple reverse merger, at the end of which Norstar will become a privately-held company that is not a reporting company (i.e., its listed bonds will also be repaid in full or will be replaced by other securities).

The Norstar board has decided to enter into negotiations with Israel Canada on a deal for the purchase of all the shares in the company that Israel Canada does not already own, but without agreeing to the terms of the offer, and with the possibility of examining other deals. The board also decided to cancel for the time being the company’s planned rights issue and distribution of a dividend in kind of Gazit Globes shares, announced earlier this month.

In response, Dahari and Adiv submitted their own non-binding offer to buy Norstar in a triple reverse merger. The price offered is NIS 57.5 per share, valuing Norstar at NIS 2.15 billion.

In this offer, Norstar shareholders will be given the option of receiving 1.88 Gazit Globe shares for each Norstar share they hold, providing that the aggregate consideration in this form is not more than 25% of the deal price. Dahari and Adiv said, "This offer is best for the company and its shareholders, taking into account the premium over the share price and the ability of the buyers to complete the deal quickly."

Published by Globes, Israel business news - - on April 25, 2022.

© Copyright of Globes Publisher Itonut (1983) Ltd., 2022.

Yaron Adiv and Kidan Dahari  credit: Smadar Halevi
Yaron Adiv and Kidan Dahari credit: Smadar Halevi
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