Negotiations for the sale of Tnuva Food Industries Ltd. have reached the final stretch, and a deal may be signed within days. After Apax Partners Israel CEO Zehavit Cohen flew to China to make progress in the talks on the sale of the controlling interest in Tnuva to Bright Food Group Ltd., the parties have continued talks in Israel.
In Israel, Bright Food representatives have met with other Tnuva shareholders, kibbutzim, and with Meir Shamir, Apax's partner in Tnuva's controlling core.
A source close to the talks said today, "If a deal is signed between Apax and the Chinese, it will be closed next week. If not, there will be an IPO on the Tel Aviv Stock Exchange (TASE)." The well-informed source said that, in any event, there was still no assurance that a deal would be signed, and, "No date has been set for the signing."
The negotiations with Bright Food are being held at a company value of NIS 8.5-9 billion for Tnuva, which will give Apax a quick profit of billions of shekels on its acquisition of the company from the kibbutzim and moshavim in early 2008.
If there is no deal with Bright Food, the window of opportunity for an IPO on the TASE is closing. The deadline for filing a prospectus on the basis of the 2013 financial report is the end of May.
Amid the advanced negotiations for the sale of Tnuva to Bright Food, sources inform ''Globes'' that minority Tnuva shareholders who oppose the deal are continuing to attack the way it has been conducted, and are threatening to petition the courts to protect their rights. "Globes" has obtained a copy of a sharply worded letter sent on Wednesday by Mishkei Hamifratz Central Agricultural Cooperative Ltd. and Jordan Valley Central Agricultural Cooperative Society, in which they criticize the meeting between Bright Food representatives and other minority shareholders (kibbutzim and moshavim, which own 18% of Tnuva), to which they were not invited.
The two cooperatives, which represent 5.2% of Tnuva's shares, claim that the meeting was concealed from them. They therefore sent a "warning against severe damage to shareholders, violation of rights, and the causing of irreversible harm," in the final stage before filing a claim against Apax.
Mishkei Hamifratz Central Agricultural Cooperative and Jordan Valley Central Agricultural Cooperative Society oppose the Apax-Bright Food deal, arguing that an Tnuva IPO would be better. However, if a deal is reached, they want to join Apax, and sell their shares to Bright Food. They are worried that if they remain as minority shareholders in Tnuva alongside Bright Food, they will have no opportunity to sell their shares. Until a few months ago, the two cooperatives were in talks with Apax to sell their Tnuva shares, but no deal was struck.
Sources at Apax are not commenting on the matter, but neither are they displaying concern. "They cannot stop the deal," said a source close to the negotiations for Tnuva's sale commenting on the cooperatives' letter. Apax owns 56% of Tnuva, and its partner in the controlling core, Meir Shamir's Mivtach Shamir Holdings Ltd. (TASE:MISH), owns 21%. Kibbutzim and moshavim own the remaining shares.
Mivtach Shamir has agreements with Apax, including tag-along rights to the deal with Bright Food. At this stage, it is not known how Meir Shamir intends to act.
Published by Globes [online], Israel business news - www.globes-online.com - on May 8, 2014
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