UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KOOR INDUSTRIES LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.001
(Title of Class of Securities)
500507108(1)
(CUSIP Number)
IDB HOLDING CORPORATION LTD.
THE TRIANGLE TOWER
44TH FLOOR
3 AZRIELI CENTER
TEL AVIV 67023
ATTN: INBAL TZION, ADV.
TELEPHONE #: 972-3-607-5666
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 1, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: [_]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
----------
(1) The CUSIP Number corresponds to the Issuer's American Depository Shares
(individually, an "ADS"), which are publicly traded on the New York Stock
Exchange. Each ADS represents 0.20 Ordinary Share. The ISIN for the Issuer's
Ordinary Shares, which are traded on the Tel Aviv Stock Exchange, is
IL006490127.
Page 1 of 23 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Development Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 1,636,059*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
1,636,059*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,059*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
----------
* Includes (i) 4,889 Ordinary Shares held by two subsidiaries of Clal Insurance
Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development, for their
own account, (ii) 473 Ordinary Shares held by Azorim Investment Development and
Construction Co. Ltd. ("Azorim"), a subsidiary of IDB Development, for its own
account and (iii) 483 Ordinary Shares held by Taavura Holdings Ltd. ("Taavura"),
a subsidiary of IDB Development, for its own account. Does not include (i)
587,302 Ordinary Shares and (ii) options to purchase 126,616 Ordinary Shares,
which are exercisable within 60 days of May 1, 2006, all of which are held for
members of the public through, among others, provident funds, mutual funds,
pension funds and insurance policies, which are managed by companies controlled
by CIEH (the "CIEH Shares"). See also Item 5.
o Excludes the CIEH Shares.
Page 2 of 23 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDB Holding Corporation Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY 1,636,059*
OWNED BY -------------------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
1,636,059*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,059*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
----------
* Includes (i) 4,889 Ordinary Shares held by two subsidiaries of CIEH for their
own account, (ii) 473 Ordinary Shares held by Azorim for its own account and
(iii) 483 Ordinary Shares held by Taavura for its own account. Does not include
the CIEH Shares. See also Item 5.
o Excludes the CIEH Shares.
Page 3 of 23 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nochi Dankner
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,636,059*
EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,636,059*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,059*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes (i) 4,889 Ordinary Shares held by two subsidiaries of CIEH for their
own account, (ii) 473 Ordinary Shares held by Azorim for its own account and
(iii) 483 Ordinary Shares held by Taavura for its own account . Does not include
the CIEH Shares. See also Item 5.
o Excludes the CIEH Shares.
Page 4 of 23 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shelly Bergman
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,636,059*
EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,636,059*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,059*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes (i) 4,889 Ordinary Shares held by two subsidiaries of CIEH for their
own account, (ii) 473 Ordinary Shares held by Azorim for its own account and
(iii) 483 Ordinary Shares held by Taavura for its own account. Does not include
the CIEH Shares. See also Item 5.
o Excludes the CIEH Shares.
Page 5 of 23 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ruth Manor
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,636,059*
EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,636,059*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,059*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes (i) 4,889 Ordinary Shares held by two subsidiaries of CIEH for their
own account, (ii) 473 Ordinary Shares held by Azorim for its own account and
(iii) 483 Ordinary Shares held by Taavura for its own account. Does not include
the CIEH Shares. See also Item 5.
o Excludes the CIEH Shares.
Page 6 of 23 pages
SCHEDULE 13D
CUSIP NO. 500507108
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Avraham Livnat
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,636,059*
EACH -------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
1,636,059*
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,059*
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]o
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.02%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
* Includes (i) 4,889 Ordinary Shares held by two subsidiaries of CIEH for their
own account, (ii) 473 Ordinary Shares held by Azorim for its own account and
(iii) 483 Ordinary Shares held by Taavura for its own account. Does not include
the CIEH Shares. See also Item 5.
o Excludes the CIEH Shares.
Page 7 of 23 pages
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
in respect of the Ordinary Shares, par value NIS 0.001 each ("Ordinary Shares"),
of Koor Industries Ltd. (the "Issuer"), filed by IDB Development Corporation
Ltd., IDB Holding Corporation Ltd., Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs.
Ruth Manor and Mr. Avraham Livnat (collectively, the "Reporting Persons"), with
the Securities and Exchange Commission on June 6, 2005 (the "Statement").
Capitalized terms used herein but not otherwise defined herein shall have
the meanings ascribed to such terms in the Statement.
The following amends and supplements Items 2, 3, 4, 5 and 6 of the
Statement.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) and (c): As of May 1, 2006:
o IDB Holding owned approximately 71.8% of the outstanding shares of IDB
Development.
o Nochi Dankner (together with a private company controlled by him) and
Shelly Bergman owned approximately 57.1% and 13.4%, respectively, of
the outstanding shares of Ganden Holdings Ltd. Other than Shelly
Bergman, only one of Ganden Holdings' other shareholders, owning in
the aggregate approximately 1.8% of Ganden Holdings' outstanding
shares, has a tag along right granted to it by Nochi Dankner to
participate in certain sales of Ganden Holdings' shares by Nochi
Dankner, and such shareholder agreed to vote all its shares of Ganden
Holdings in accordance with Nochi Dankner's instructions. Nochi
Dankner is the Chairman of the Boards of Directors, and Zehava
Dankner, the mother of Nochi Dankner and Shelly Bergman, is a
director, of IDB Holding and IDB Development.
o In addition to approximately 31.02% of the outstanding shares of IDB
Holding owned by Ganden, which is controlled by Nochi Dankner and
Shelly Bergman through Ganden Holdings, Ganden owned approximately
6.7% of the outstanding shares of IDB Holding, and Ganden Holdings
itself owned directly approximately 11.4% of the outstanding shares of
IDB Holding. These additional shares of IDB Holding are not subject to
the Shareholders Agreement. Substantially all of these additional
shares of IDB Holding owned by Ganden and Ganden Holdings were
acquired with borrowed funds and are subject to the rights of each
respective shareholder's lending institution in the event of default.
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of IDB Development and IDB
Holding are set forth in Schedules A and B attached hereto, respectively, and
incorporated herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer named in Schedules A and B to this
Amendment, has, during the last five years, been convicted in any criminal
proceeding, excluding traffic violations and similar misdemeanors.
(e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer named in Schedules A and B to this
Amendment, has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below, which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On May 1, 2006, Discount Investment Corporation Ltd. ("DIC"), an Israeli
company whose shares are listed on the TASE and which is controlled by IDB
Development, entered into a Share Purchase Agreement (the "Purchase Agreement")
with several entities specified in the Purchase Agreement, which are affiliated
with the Bronfman family, the members of which (collectively) comprise one of
the principal shareholders of the Issuer, and an entity affiliated with Mr.
Jonathan Kolber, the Chief Executive Officer of the Issuer (together, the
"Sellers").
Page 8 of 23 pages
Pursuant to the Purchase Agreement, at the closing of the transaction (the
"Closing"), DIC shall purchase from the Sellers an aggregate of 5,753,207
Ordinary Shares (which may be in the form of Ordinary Shares or in the form of
ADSs), representing approximately 35.4% of the Issuer's outstanding share
capital, for a price equal to US$77.50 per Ordinary Share (equating to $15.50
per one ADS), or, in the aggregate, approximately $446 million, subject to
adjustments for dividends or distributions made by the Issuer until the Closing
(the "Purchase Price"). Subject to Closing, DIC also undertook to purchase, at
the request of the Issuer's management personnel specified in the Purchase
Agreement (the "Management Personnel"), and upon the terms and conditions set
forth in the Purchase Agreement, additional Ordinary Shares acquired by such
persons under the Issuer's 2003 Employee Share Options Scheme (the "Option
Plan"), representing up to approximately 3% of the Issuer's outstanding share
capital, at the same price per Ordinary Share as specified above, subject to
adjustments specified in the Purchase Agreement (the "Management Option").
The Purchase Price, to be paid in cash at the Closing, is expected to be
financed principally from DIC's own working capital and the balance from
external resources, such as an Israeli or foreign bank or institutional
investors. Pursuant to the Purchase Agreement, DIC deposited $12 million in
escrow on account of the Purchase Price, which escrow deposit shall be increased
up to $24 million upon the occurrence of certain events specified in the
Purchase Agreement. In general, said escrow deposit shall not be returned to DIC
if the Closing shall not occur within the time period specified in the Purchase
Agreement, except in certain events specified therein.
Under the Purchase Agreement, the Sellers undertook, among other things, to
have five members of the Board of Directors of the Issuer resign at the Closing
and to use their best efforts to procure the appointment of five additional
members, to be designated by DIC, to the Board of Directors of the Issuer.
The Closing is subject to customary closing conditions, including the
receipt of (1) DIC's Board of Directors approval by no later than May 1, 2006,
which was timely obtained, (2) approval from Israel's Antitrust Director, and
(3) consents from the Issuer's lending banks with respect to changes in control.
The Purchase Agreement provides that the last date for the Closing will be July
30, 2006, and the right of DIC to extend such date for up to three consecutive
30-day periods, subject to the terms and conditions set forth therein.
The Purchase Agreement requires that upon the consummation of the purchase
thereunder, DIC and any party deemed to hold shares of the Issuer together with
DIC will own, in aggregate, less than 45.0% of the issued share capital of the
Issuer. To that end, Section 14.7 of the Purchase Agreement permits DIC to
purchase less than the 5,753,207 Ordinary Shares to be sold under the Purchase
Agreement (such that the balance of unsold shares shall be purchased by other
persons, not affiliated with DIC). In light of the foregoing, should the Closing
occur, it is expected that, by virtue of DIC being controlled by IDB
Development, IDB Development shall beneficially own, and each of the other
Reporting Persons may be deemed to be the beneficial owner of, and to share the
power to vote and dispose of, Ordinary Shares representing no more than
approximately 44.99% of the Issuer's outstanding share capital (excluding
Ordinary Shares that may be purchased pursuant to the Management Option).
THE FOREGOING DESCRIPTION OF THE PURCHASE AGREEMENT DOES NOT PURPORT TO BE
COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, THE
PROVISIONS OF THE PURCHASE AGREEMENT FILED AS EXHIBIT 1 HERETO.
The Ordinary Shares to be acquired by DIC pursuant to the Purchase
Agreement will be purchased for investment purposes. The Reporting Persons
intend to review on a continuing basis their investment in the Ordinary Shares
and take such actions with respect to such investment as they deem appropriate
in light of the circumstances existing from time to time. Such actions could
include, among other things, purchasing additional Ordinary Shares subject to
applicable laws. The Reporting Persons could also determine to dispose of the
Ordinary Shares, in whole or in part, at any time, subject to applicable laws.
Any such decision would be based on an assessment by the Reporting Persons of a
number of different factors, including, without limitation, the business,
prospects and affairs of the Issuer, the market for the Ordinary Shares, the
condition of the securities markets, general economic and industry conditions
and other opportunities available to the Reporting Persons. To the best
knowledge of the Reporting Persons, the directors and executive officers of IDB
Holding and IDB Development may purchase or dispose of Ordinary Shares on their
own account from time to time, subject to applicable laws.
Page 9 of 23 pages
Except as provided otherwise herein or in the Purchase Agreement, none of
the Reporting Persons, nor to the best of their knowledge, any of the directors
or executive officers of IDB Holding and IDB Development, has any present plans
or proposals which relate to or would result in any of the actions described in
subsections (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Percentages are based on 16,325,013 Ordinary Shares outstanding as of
May 1, 2006, as the Issuer advised the Reporting Persons.
As of May 1, 2006:
IDB Development holds 1,630,214 Ordinary Shares, and is deemed to share the
power to vote and dispose of these Ordinary Shares, constituting approximately
9.98% of the Ordinary Shares outstanding. IDB Development may also be deemed to
share the power to vote and dispose of the 473, 483 and 4,889 Ordinary Shares
held by Azorim, Taavura and two subsidiaries of CIEH for their own account,
respectively, for a total of 1,636,059 Ordinary Shares in the aggregate,
constituting approximately 10.02% of the Ordinary Shares outstanding.
IDB Holding and the Reporting Persons who are natural persons may be deemed
to share the power to vote and dispose of the 1,636,059 Ordinary Shares referred
to above, constituting approximately 10.02% of the Ordinary Shares then
outstanding.
Rolando Eisen, an external director of both the Issuer and IDB Holding
elected in accordance with the Israeli Companies Law, beneficially owns 27,991
Ordinary Shares, constituting approximately 0.17% of the outstanding Ordinary
Shares.
Information provided to the Reporting Persons indicates that the executive
officers and directors of IDB Holding and IDB Development did not beneficially
own as of May 1, 2006 any Ordinary Shares, except as set forth above.
(c) The following table sets forth the purchases and sales of Ordinary
Shares made during the last 60 days ending on May 1, 2006 by subsidiaries of IDB
Development for their own account (purchases of a total of 1,739 Ordinary Shares
and sales of a total of 10,176 Ordinary Shares). All these purchases and sales
were made on the Tel Aviv Stock Exchange.
By two subsidiaries of CIEH for their own account:
Date of Number of Shares Number of Shares Price Per
Transaction Purchased Sold Share
----------- --------- ---- -----
April 3, 2006 151 NIS 238.50
25 238.60
April 6, 2006 800 251.43
April 25, 2006 2,000 264.56
April 26, 2006 1,000 266.76
April 27, 2006 6,000 281.74
466 266.90
April 30, 2006 1,000 292.99
By Azorim:
Date of Number of Shares Number of Shares Price Per
Transaction Purchased Sold Share
----------- --------- ---- -----
April 27, 2006 173 NIS 284.63
May 1, 2006 300 280.20
Except for the Purchase Agreement and as described above, the Reporting Persons
have not effected any transactions in the Ordinary Shares in the past 60 days
ending on May 1, 2006.
Page 10 of 23 pages
Information provided to the Reporting Persons indicates that none of the
executive officers and directors of IDB Holding and IDB Development, purchased
or sold during the last 60 days ending on May 1, 2006, any Ordinary Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None, except for the Purchase Agreement described in Item 4 above, which
description is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Schedules A and B: Name, citizenship, residence or business address
and present principal occupation of the directors
and executive officers of IDB Development and
IDB Holding
Exhibit 1: Share Purchase Agreement, dated May 1, 2006
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 11, 2006
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
By: IDB Holding Corporation Ltd.
By: /s/ Inbal Tzion
----------------
/s/ Haim Tabouch
----------------
Inbal Tzion and Haim Tabouch, authorized signatories of IDB
Holding Corporation Ltd., for itself and on behalf of IDB
Development Corporation Ltd., Nochi Dankner, Shelly Bergman,
Ruth Manor and Avraham Livnat pursuant to agreements annexed
as Exhibits 1 through 5 to the initial Statement.
Page 11 of 23 pages
Schedule A
Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of May 1, 2006)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and Clal
floor, Tel-Aviv 67023, Israel Industries and Investments Ltd.; Director of
companies.
Zehava Dankner Director Member of the executive committee of the Beautiful
64 Pinkas Street, Tel Aviv 62157, Israel Israel Council.
Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd.
Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach 46705,
Israel
Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th Executive Officer
floor, Tel-Aviv 67023, Israel
Isaac Manor (*) Director Chairman of companies in the motor vehicle sector
26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group.
Dori Manor (*) Director Chief Executive Officer of companies in the motor
18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group.
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street, Tel-Aviv 69345, Israel
Page 12 of 23 pages
Amos Malka External Director Chairman of Albar Mimunit Services Ltd.
18 Nahal Soreq Street, Modi'in 71700, Israel
Rami (Avraham) Mardor External Director Director of companies.
33 Haoranim Street, Kfar Shmariyahu 46910,
Israel
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street, Tel-Aviv
62268, Israel
Lior Hannes Senior Executive Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chairman of Clal Tourism Ltd.
floor, Tel-Aviv 67023, Israel
Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial
3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial
floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding.
Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Gavrieli Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Tabouch Vice President and Vice President and Comptroller of IDB Development;
3 Azrieli Center, The Triangular Tower, 44th Comptroller Comptroller of IDB Holding.
floor, Tel-Aviv 67023, Israel
Ruti Sapan Vice President, Vice President, Management Resources of IDB
3 Azrieli Center, The Triangular Tower, 44th Management Resources Development.
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
======================================================================
Schedule B
Directors and Executive Officers
of
IDB Holding Corporation Ltd.
(as of May 1, 2006)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and
floor, Tel-Aviv 67023, Israel and Chief Executive Clal Industries and Investments Ltd.; Director of
Officer companies.
Page 13 of 23 pages
Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector
26 Hagderot Street, Savion 56526, Israel the Board of of the David Lubinski Ltd. group.
Directors
Zehava Dankner Director Member of the executive committee of the
64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council.
Lior Hannes Director Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Development; Chairman of Clal Tourism Ltd.
floor, Tel-Aviv 67023, Israel
Refael Bisker Director Chairman of Property and Building Corporation Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Dori Manor (*) Director Chief Executive Officer of companies in the motor
18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group.
Meir Rosenne Director Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
Shmuel Lachman External Director Information technology consultant
9A Khilat Jatomir Street,
Tel Aviv 69405, Israel
Rolando Eisen (1) External Director Director of companies.
2 "A" Geiger Street, Naveh Avivim, Tel Aviv
69341, Israel
Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel President Officer of Clal Industries and Investments Ltd.
Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy
3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive
floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd.
Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive
3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB
floor, Tel-Aviv 67023, Israel Development.
Page 14 of 23 pages
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President and
3 Azrieli Center, The Triangular Tower, 44th Comptroller of IDB Development.
floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France.
(1) As of May 1, 2006, Mr. Eisen owns 27,991 Ordinary Shares.
======================================================================
Exhibit 1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is made the first day of May, 2006 between:
1. The Parties listed in SCHEDULE 1 hereto (the "SELLERS"); and
2. Discount Investment Corp. Ltd, a company incorporated under the laws of
the State of Israel (the "PURCHASER")
THE PARTIES hereto agree as follows:
1. DECLARATIONS OF THE SELLERS
Each of the Sellers hereby warrants and represents with respect to itself to the
Purchaser as of the date hereof:
1.1 It owns the numbers of Ordinary Shares of NIS 0.001 nominal value
each and ADR's of Koor Industries Limited (the "COMPANY") appearing
opposite its name in SCHEDULE 1 hereto.
1.2 The Shares and ADR's of the Company owned by the Sellers and
referred to in SCHEDULE 1 are collectively referred to herein as the
"SHARES".
1.3 The Shares listed opposite its name in Schedule 1 represent all of
the holdings of Ordinary Shares, ADR's, warrants or other convertible
securities in the Company, direct or indirect, held by it on the date
hereof.
1.4 It has good title to the Shares appearing opposite its name in
SCHEDULE 1.
1.5 The Shares appearing opposite its name in Schedule 1 are fully
paid and are not subject to any capital call, lien, encumbrance, pledge,
charge, right of first refusal or other third party rights ("FREE AND
CLEAR") other than as set out in SCHEDULE 2 hereto.
1.6 It is not party to any shareholders agreement or other similar
agreement with the Company or with any third party with respect to the
Shares or any of them, including, without restriction, any agreements that
could restrict the voting or disposition of Shares or any of them, other
than as specified in SCHEDULE 2 hereto.
1.7 Claridge Israel LLC, CBT Holdings LLC, Esarbee Investments
Limited, Charles Rosner Bronfman Family Trust and Charles R. Bronfman Trust
are deemed to hold their shares in the Company together (representing more
than 25% of the voting rights in the Company) for the purposes of Israel's
Companies Law 1999.
1.8 It has taken all necessary action to authorise the signature,
delivery and performance of this Agreement. The obligations on its part
under this Agreement are valid, binding and enforceable against it in
accordance with their terms.
Page 15 of 23 pages
None of the Sellers has made or is making any representation or warranty with
respect to the Shares or the Company or with respect to the transactions
contemplated by this Agreement, except as expressly set forth in this Agreement.
The representations set out in Sections 1.6 and 1.7 above shall remain in effect
until the day sixty (60) days after the date of publication of the audited
consolidated financial statements of the Company for the year ending December
31, 2006, and shall thereupon lapse (other than with respect to any matter for
which a written notice of claim or demand reasonably setting out the details of
the alleged breach has been submitted by the Purchaser to the Sellers prior to
such date).
The representations set out in Sections 1.1-1.5 and 1.8 shall remain in effect
for the applicable statutory period of limitation.
No claims for breach of the foregoing representations and warranties shall be
brought in any event unless such claims are equal to at least the aggregate of
US$5 million dollars (the "Threshold").
2. PURCHASE AND SALE OF SHARES
2.1 Each Seller hereby agrees to sell at Closing (as hereinafter
defined) the Shares appearing opposite its name in Schedule 1, to the
Purchaser and the Purchaser hereby agrees to Purchase all such Shares at
Closing. (For the avoidance of doubt, the Shares may be in the form of
Ordinary Shares or ADR's. Each Ordinary Share is the equivalent of 5
ADR's).
2.2 The number of Shares to be sold by each of the Sellers is the
number of Shares (and ADR's where relevant) appearing opposite the name of
each of the Sellers in SCHEDULE 1 hereto.
2.3 The Sellers agree to transfer to the Purchaser at Closing any
registration rights received from the Company relating to the Shares to the
extent assignable.
3. THE PURCHASE PRICE
3.1 The Purchaser shall pay to the Sellers the amount of US$77.50
(seventy-seven dollars and fifty cents) per Ordinary Share equivalent to
US$15.50 (fifteen dollars and fifty cents) per ADR.
3.2 The total purchase price for the Shares is US$445,873,543.00 (the
"PURCHASE PRICE"). The Purchaser will deposit US$12 million dollars with
Herzog Fox Neeman (HFN) in escrow not later than 14:00 Tel Aviv time on May
2, 2006, and may pay additional deposit(s) pursuant to Section 9.1, which
together with the initial deposit shall be applied to the Purchase Price.
The initial and any subsequent deposits are hereinafter referred to as the
"DEPOSIT."
3.3 The Purchase Price shall be reduced by the amount equal to the
aggregate cash dividend or distribution paid on the Shares, or for which
the cum-date falls between the date hereof and the Closing.
3.4 The Purchase Price, inclusive of the Deposit (which will be paid
from the HFN escrow), will be paid at Closing. Payment at the Closing shall
be in cash in immediately available funds by wire transfer to the accounts
of the Sellers notified to the Purchaser in writing at least two business
days prior to the Closing.
4. In the event that notification of the unconditional approval of the
Board of Directors of the Purchaser is not received by the Sellers by 20:00 Tel
Aviv time on May 1, 2006 or the US$12 million Deposit is not received by HFN by
14:00 Tel Aviv time on May 2, 2006, this Agreement shall be automatically
terminated.
5. WARRANTIES OF THE PURCHASER
The Purchaser hereby warrants and represents to the Sellers:
5.1 It has sufficient financial means available to it (including
institutional finance) to consummate the transactions as contemplated by
this Agreement.
Page 16 of 23 pages
5.2 Upon approval of its Board of Directors, it shall have taken all
necessary action to authorise the signature, delivery and performance of
this Agreement.
5.3 Upon approval of its Board of Directors, the obligations on its
part under this Agreement will be valid, binding and enforceable against it
in accordance with the terms hereof.
5.4 It acknowledges that it can bear the economic risk of its
investment, and has knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risk of the
investment in the Shares and has the capacity to protect its own interest.
It has not been organized solely for the purpose of acquiring the Shares.
5.5 It is acquiring the Shares solely for the purpose of investment
for its own account, not as a nominee or agent, and not with a view to, or
for offer or sale in connection with, any distribution thereof; provided
that it has the right to assign its right to acquire the Shares under the
circumstances contemplated by Section 14.7. It understands that the Shares
have not been registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and as such are characterized as "restricted
securities" under the Securities Act.
5.6 It is (i) an "accredited investor" within the meaning of
Regulation D promulgated under the Securities Act and (ii) not a U.S.
Person within the meaning of Regulation S promulgated under the Securities
Act.
5.7 Upon consummation of the transactions that are the subject of this
Agreement, the Purchaser and any party deemed to hold shares in the Company
together with the Purchaser will own in aggregate less than 45% of the
issued share capital of the Company.
The Purchaser acknowledges that it is not relying on any representation or
warranty of any of the Sellers with respect to the Shares or the Company or the
business of the Company or with respect to the transactions contemplated by this
Agreement, except those representations and warranties expressly set forth in
this Agreement.
Except for the representations and warranties expressly set forth in this
Agreement, the Purchaser is purchasing the Shares "As Is".
The representations set forth in Section 5 shall remain in effect for the
applicable statutory period of limitation.
The Purchaser has not made and is not making any representation or warranty with
respect to itself or the transactions contemplated by this Agreement, except as
expressly set forth in this Agreement.
6. CONDITIONS PRECEDENT
The obligations of the Parties to complete the sale and purchase of the Shares
is subject to the fulfillment, prior to or at the time of Closing of each of the
following conditions precedent (the "CONDITIONS PRECEDENTS"):
6.1 Approval of the present Agreement and the transactions
contemplated herein by the Board of Directors of the Purchaser and
notification thereof to the Sellers by not later than 20:00 Tel Aviv time
on May 1, 2006.
6.2. The Antitrust Director shall have given her approval to the
transactions contemplated by this Agreement, such approval to be
unconditional or subject to conditions other than the sale by the Company
of its shares in Makhteshim Agan Industries, Ltd or ECI Telecom, Ltd., or
sale by the IDB Group of any material assets; provided that a condition
requiring a sale of IDB Group assets that can be avoided by the sale by the
Company of assets other than the shares of the two entities identified
above shall be an acceptable condition.
6.3. Any consent to a change of control of the Company required from
the Company's lending banks shall have been obtained.
The Purchaser agrees to provide the Sellers with ongoing information with
respect to the status of its application for the approval from the Antitrust
Director.
Page 17 of 23 pages
7. INTERIM PERIOD
During the period between date of signing this Agreement and Closing, the
Sellers shall use all reasonable efforts subject to fiduciary obligations that
the Company not take any of the following actions (other than in compliance with
decisions of the Board of Directors of the Company prior to April 10, 2006):
(a) issue any shares or other securities convertible into shares of
the Company other than as a result of exercise of existing options and
warrants and conversion of existing convertible securities of the Company;
(b) dispose of or enter into any agreement or undertaking with respect
to any portion of the shareholdings of the Company in Makhteshim Agan
Industries Ltd, ECI Telecom Limited or Elbit Systems Ltd. other than in the
ordinary course of business;
(c) make any change in the terms of employment of the CEO or President
of the Company other than in the ordinary course of business or as
permitted or contemplated by existing employment agreements;
(d) amend the Memorandum of Association or Articles of Association of
the Company;
(e) enter into any merger or other similar transaction or effect any
dissolution, liquidation or other winding up or reorganization (solvent or
insolvent) of the Company.
8. CLOSING
8.1 The Closing of the purchase and sale of the Shares ("CLOSING")
shall take place in Tel Aviv within five (5) business days of satisfaction
of the Conditions Precedent; provided that upon satisfaction of the
Conditions Precedent prior to June 7, 2006 the Purchaser shall have the
right to delay the Closing to June 14, 2006. Subject to Section 10 below,
in the event that the Conditions Precedent are not satisfied within the
period permitted by Section 9, other than through the fault of any of the
parties hereto, then the obligations of the parties to sell and purchase
the Shares shall terminate.
8.2 At the Closing, the following actions will take place, all of
which shall be deemed to have occurred simultaneously, and no action shall
be deemed to have been completed and no document or certificate shall be
deemed to have been delivered, until all actions are completed and all
documents and certificates delivered:
8.2.1 The Sellers shall deliver to the Purchaser:
(a) A letter from Bank Hapoalim BM (hereinafter "BANK HAPOALIM")
confirming that Bank Hapoalim holds all of the Shares in an account or
accounts in the name of the Sellers. The form of letter shall be as
set out in EXHIBIT 8.2.1(a) hereto;
(b) A letter from Bank Hapoalim confirming that upon payment to
it of a specified amount that shall not exceed in total US$110
million, Bank Hapoalim will release all the pledges, liens or charges
in its favour over any of the Shares. The form of letter shall be as
set out in EXHIBIT 8.2.1(b) hereto;
(c) A letter from the Sellers to Bank Hapoalim instructing Bank
Hapoalim to transfer the Shares to the Purchaser. The form of letter
shall be as set out in EXHIBIT 8.2.1 (c) hereto (the "INSTRUCTION
LETTER");
(d) A Legal Opinion or Legal Opinions in a form reasonably
satisfactory to the Purchaser confirming that the Instruction Letter
has been duly signed by authorised signatories on behalf of each of
the Sellers in an instruction contained therein by the Sellers.
(e) A declaration from each of the Sellers that each of the
warranties that it has given under Section 1 above is correct as at
the date of Closing (other than those warranties that speak as of a
particular date which shall be correct as of such date, and in all
cases subject to such modifications as may be appropriate subsequent
to the date hereof, provided that any such modification, if material,
has been approved by the Purchaser), and that at Closing the Sellers
are transferring the Shares to the Purchaser Free and Clear.
Page 18 of 23 pages
8.2.2 The Purchaser shall deliver a declaration to the Sellers that
the warranties that it has given under Section 5 above are correct as at
the date of Closing (subject to such modifications as may be appropriate,
provided that any such modifications, if material, has been approved by the
Sellers).
8.2.3 The Instruction Letter shall be delivered to Bank Hapoalim.
8.2.4 The Purchaser shall pay the Purchase Price to the Sellers net of
payment of the amount set out in the letter received pursuant to Section
8.2.1(b) which amount shall be paid to Bank Hapoalim.
8.2.5 The Purchaser shall receive confirmation from its bank that the
Shares have been credited to its account.
8.2.6 The Sellers shall provide customary certification from the
Israeli revenue authorities to the Purchaser that no Israeli tax or other
withholding is to be deducted from the Purchase Price. Failing such
certification in respect of any Seller, the Purchaser shall make
withholding on payment to such Seller as required by law.
8.2.7 Mr. Charles R. Bronfman, Mr. Andrew Hauptman and three other
directors of the Company shall deliver letters of resignation from the
Board of Directors of the Company in the form set out in EXHIBIT 8.2.7
hereto; provided that in the event one or more of such additional three
directors have not resigned, the Sellers shall convene a meeting of the
shareholders to be held as soon as possible following the date of the
Closing in order to approve the removal of any such additional directors.
8.2.8 The Sellers shall use best efforts to procure the convening of a
meeting of the Board of Directors of the Company at which five (5)
additional directors nominated by the Purchaser shall be co-opted to the
Board of Directors of the Company. Failing the convening of such meeting,
the Sellers shall convene a meeting of the shareholders to be held as near
as possible to the date of the Closing in order to approve the appointment
of the five additional directors.
8.3 For the avoidance of doubt, the liability of the Sellers under
this Agreement is several and not joint and several, provided, however,
that the Purchaser shall not be required to purchase any of the Shares at
Closing unless all of the Sellers comply with all of their obligations
under this Agreement with respect to the sale of the Shares.
9. CLOSING DATE
9.1 The last date for the Closing shall be July 30, 2006 subject to
the right of the Purchaser to extend the Closing in order to obtain the
approval contemplated in Section 6.2 or 6.3 hereof, (save in the case where
refusal of consent by the Company's lending bank results from borrower
limits applicable to the Purchaser) for a maximum of three consecutive 30
day periods provided that the Purchaser, simultaneously with exercising its
right to extend the Closing, has deposited US$4 million dollars with HFN,
in immediately available funds by wire transfer, with respect to each such
30 day extension.
10. APPLICATION OF DEPOSIT ON TERMINATION
10.1 If the Closing does not occur within the period contemplated by
Section 9 due to the inability of the Purchaser to obtain the regulatory
approvals contemplated by Section 6.2 hereof or for any other reason or
cause whatsoever, without exception other than (i) the fault or refusal of
the Sellers to deliver the Shares or to make the deliveries required by the
Sellers contemplated in Section 8.2 or (ii) the failure of the Company's
lending banks to approve the change in control (save in the case where
refusal of consent by the Company's lending banks results from borrower
limits applicable to the Purchaser), the Deposit shall be paid to the
Sellers.
10.2 If the Closing does not occur solely due to (i) the fault or
refusal of the Sellers to deliver the Shares or make the deliveries
required by the Sellers in Section 8.2 or (ii) the failure of the Company's
lending banks to approve the change in control (save in the case where
refusal of consent by the Company's lending banks results from the borrower
limits applicable to the Purchaser), the Deposit shall be returned to the
Purchaser.
Page 19 of 23 pages
10.3 The Parties agree that any interest on the Deposit shall be paid
together with the principal amount thereof to the party to whom such
principal amount is payable.
10.4 The Sellers agree that the payment of the Deposit, as
contemplated in Section 10.1, shall be their sole recourse or remedy in the
event that the purchase and sale of the Shares is not consummated as a
result of the failure to obtain the approval of the Antitrust Director
contemplated in Section 6.2 hereof.
11. 2003 EMPLOYEE SHARE OPTIONS SCHEME
11.1 The Purchaser acknowledges that each of the current directors,
officers and management personnel listed in SCHEDULE 5 (the "MANAGEMENT
PERSONNEL") has acquired Ordinary Shares or holds options (both vested and
unvested) to acquire Ordinary Shares in the Company under the terms of the
Scheme. The Purchaser hereby undertakes towards the Sellers on behalf of
the Management Personnel (who are hereby considered as third parties
beneficiaries under this Agreement for the purposes of this Section 11
only), that the Purchaser will purchase from the Management Personnel any
Ordinary Shares in the Company acquired by the Management Personnel under
the Scheme, at the same price per share as that specified in Section 3.1
above, in the case of Ordinary Shares (other than options not exercised) as
adjusted for dividends or distributions paid or for which the cum-date
falls prior to the date of purchase from the Management Personnel, to the
extent payment or such cum-date occurred following ownership of such
Ordinary Shares by such person.
11.2 Following the Closing, each of the Management Personnel shall be
entitled to serve notice in writing upon the Purchaser requiring the
Purchaser to purchase Ordinary Shares in the Company pursuant to this
Section 11 no later than thirty days after the Closing Date, or thirty days
from the vesting of any options under the Scheme or the end of the tax
lock-up period (pursuant to Section 102 of Israel's Income Tax Ordinance),
if later.
11.3 The Purchaser shall purchase any shares in respect of which
notice is served by Management Personnel pursuant to this Section 11,
within one hundred eighty (180) days of Closing (or receipt of notice as
aforesaid, if later), unless any such Management Personnel shall have
served notice on the Purchaser revoking exercise of the right of Sale
pursuant to this Section 11 with the respect to any such shares no later
than seven (7) days prior to the date for purchase of those shares.
11.4 For the avoidance of doubt, the right of the Management Personnel
to sell shares pursuant to this Section 11 shall be subject to Closing
taking place. All Shares sold by Management Personnel under this Section 11
shall be sold Free and Clear.
12. GOVERNING LAW
This Agreement shall be governed and interpreted in accordance with the laws of
the State of Israel.
13. JURISDICTION
Other than as expressly stated herein, the parties hereto hereby submit to the
jurisdiction of the Tel Aviv District Court in respect of any dispute arising in
connection with this Agreement. The following addresses shall be addresses for
service of legal process upon the parties hereto within the State of Israel:
The Sellers:
Herzog Fox Neeman
Asia House
4 Weizmann Street
Tel Aviv 64239
Israel
The Purchaser:
Azrieli Center
Triangle Tower
Tel Aviv 67023
Israel
Page 20 of 23 pages
With a copy to:
Goldfarb, Levy, Eran, Meiri and Co.
2 Weizmann Street
Tel Aviv
Israel
14. MISCELLANEOUS
14.1 Any notice, demand or request which may be or is required to be
given in this Agreement shall be delivered in person or by registered mail
or by telecopier, and shall be addressed as follows:
To the Sellers:
Herzog Fox Neeman
Asia House
4 Weizmann Street
Tel Aviv 64239
Israel
c/o Claridge Inc.
1170 Peel Street, 8th Floor
Montreal, Quebec H3B 4P2
Canada
c/o Andell Holdings, LLC
10877 Wilshire Boulevard, Suite 2200
Los Angeles, CA 90024
To the Purchaser:
Azrieli Center
Triangle Tower
Tel Aviv 67023
Israel
14.2 Any notice sent to the proper address set forth above by
registered mail shall be deemed to have been received upon actual delivery.
Any notice sent by telecopier (with answer-back confirmation) shall be
deemed to have been received on the next business day.
14.3 Any party may provide notice of a change of address in the manner
provided for herein.
14.4 This Agreement may be amendment only by a document in writing
signed by all of the parties hereto.
14.5 This Agreement will be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall
constitute one and the same document.
14.6 For the avoidance of doubt, any tax due upon the sale of the
Shares shall be borne by the Sellers.
14.7 No party hereto may assign, sell or otherwise transfer its rights
under this Agreement without the prior written agreement of the other
parties hereto, save and except the Purchaser may assign:
(a) all or a portion of its rights and obligations to any company
controlled (as control is defined under the Israeli Securities Law
(5728-1968)) by it;
Page 21 of 23 pages
(b) such portion of its rights and obligations hereunder such
that the Purchaser and any party deemed to hold shares in the Company
together with the Purchaser, do not own more than 45% of the
outstanding shares of the Company including shares that may be
acquired pursuant to Article 11 hereof; or
(c) to a third party in the event that the Purchaser is unable to
obtain the approval contemplated in Section 6.2 hereof or the approval
of the Company's lending banks contemplated in Section 6.3 due to
borrower limits applicable to the Purchaser.
The right to assign under Section 14.7(a) may be exercised only to assign to one
party and under Section 14.7(b) or (c) only to assign to a number of parties,
not in excess of four parties, as would not lead to a violation of any
applicable Israeli, Canadian or United States law or regulation. The Purchaser
agrees to provide the Sellers with five days' written notice of a proposed
assignment and any such assignment shall be subject to the Purchaser and the
Assignee entering into an agreement, in form and substance satisfactory to the
Sellers and their attorneys relating thereto, including joint and several
obligations of the Purchaser and the assignee of all obligations assigned
hereunder.
14.8 In the event that the present agreement is terminated and the
Deposit is paid to the Sellers as contemplated in Section 10.1 hereof and
the Sellers collectively sell (other than to related Parties) not less than
75% of Shares at an average price of not less than US$15.50 (as adjusted
for dividends or distributions paid or for which the cum-date falls prior
to the date of sale) plus interest thereon computed from the date hereof to
the date of closing of such sale at a rate of 5% per annum to a third party
prior to the initial anniversary hereof, the Sellers shall remit to the
Purchaser an amount equal to the Deposit.
14.9 Each party shall take all actions and execute all documents
necessary to consummate the transactions contemplated hereby including
cooperating with the requests for all required consents.
14.10 Each of the parties hereto shall bear its own costs and expenses
(including legal fees). Joint expenses of the parties shall be borne by the
Purchaser on the one hand, and the Sellers, on the other hand, in equal
shares.
14.11 Time is of the essence in the performance of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
CHARLES ROSNER BRONFMAN FAMILY TRUST
By: /s/ Oded Tal
By: /s/ Robert Fethersonhaugh
CBT HOLDINGS, LLC
By: /s/ Scott Richland
CLARIDGE ISRAEL LLC
By: /s/ Scott Richland
ESARBEE INVESTMENTS LIMITED
By: /s/ Oded Tal
By: /s/ Robert Fethersonhaugh
CHARLES R. BRONFMAN TRUST
By: /s/ Oded Tal
By: /s/ Robert Fethersonhaugh
ANFIELD LIMITED, on its own behalf and on behalf of a related entity
By: /s/ Alan Sacks
Alan Sacks, Director
DISCOUNT INVESTMENT CORP., LTD
By: /s/ Nochi Dankner
By: /s/ Ami Erel
Page 22 of 23 pages
SCHEDULE 1
SELLERS
NUMBER OF SHARES AND % OF
NAME OUTSTANDING CAPITAL
Charles Rosner Bronfman Family Trust 120,046 ordinary shares 0.74%
CBT Holdings, LLC 119,316 ordinary shares 0.73%
Claridge Israel LLC 2,375,835 ordinary shares 14.61%
Esarbee Investments Limited 2,271,167 ordinary shares 13.97%
Charles R. Bronfman Trust 104,669 ordinary shares 0.64%
Anfield Limited and a related entity 762,174 ordinary shares 4.69%
------------------------- ------
5,753,207 35.38%
SCHEDULE 2
The majority of the Shares are pledged in favor of Bank Hapoalim B.M. The pledge
documentation contain provisions that may limit the voting or disposition of the
Shares. These restrictions will cease to apply upon repayment of the amounts
secured by the aforesaid pledge over the Shares.
Page 23 of 23 pages