Investment to be made via Caesarea Medical Electronics Holdings (2000) Ltd, controlled by the Barak family * Wesure shares to be issued at a price of 6.3 shekels per share, up 8% since the issue in March of this year * Ayalon shares to be sold to the Barak family at the same price as they were acquired by Wesure
Wesure Global Tech (Wesure) has recruited a strategic investor for the acquisition of Ayalon: the company has signed an agreement under which the Caesarea Medical Electronics Holdings (2000) Ltd company, which is controlled by the Barak family, will become, on completion of the acquisition, its partner in the Ayalon Insurance control core, and will itself also hold shares in Wesure Global Tech.
According to the agreement, alongside the completion of the acquisition of control (67.2%) of the Ayalon group’s shares by Wesure from the executor of the will of the late Levy Rachmani, Caesarea will immediately acquire from Wesure 26.6% of the Ayalon Holdings shares for 180 million shekels, at the same share price that Wesure is purchasing the Ayalon Holdings shares.
At the same time, Caesarea will be investing 90 million shekels for 14.28 million Wesure shares, within the framework of a private share issue by Wesure to Caesarea. These shares will represent 17.5% of Wesure shares, and will be issued at a price of 6.3 shekels per shares, representing a premium of 8% on the share price when issued in March.
The parties have also signed a set of agreements arranging Caesarea’s joining the control core in Ayalon and Wesure, amongst other things enabling Caesarea to appoint directors in the two companies. Caesarea has the option, until December 31, to reduce, pro-rata, the number of sold and allocated shares to be acquired by it, on condition that its acquisition will not be less than 67% of its commitment.
The set of investment agreements between Wesure and Caesarea is subject to the usual prior conditions, including approval of the deal by the Wesure board of directors, completion of the deal for the acquisition of Ayalon by Wesure, approval by the Capital Market Authority and by the Competition Commissioner and other approvals.
