Moti Ben-Moshe and Rami Levy arrived at the Tel Aviv District Court yesterday for a hearing on the sale of Israir, and asked Judge Hagai Brenner to reject Yigal Damari’s takeover bid and conduct a new vote on their offers.
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This is because, according to them, Damari’s offer was submitted late and only yesterday it completed the required guarantee. Yesterday’s hearing was an escalation in the fight to buy the airline, when in parallel with the attempt to disqualify Damari’s offer, Ben-Moshe and Levy tried to convince the court that the offer they submitted was better than the other two offers.
Ben-Moshe-controlled Dor Alon offered to buy Israir for NIS 168.4 million in cash, while Rami Levy and Shalom Haim, the controlling owners of BGI, offered to buy Israir for NIS 101 million in cash and another 32.5% from BGI. Islands. Damari’s takeover bid, which was approved by a 97% majority of IDB Open’s bondholders, stands at NIS 170 million, of which NIS 30 million is a future payment for 17% of Israir’s shares that will remain in the creditors’ hands. Damari’s lawyer, Who did not attend the hearing, claimed yesterday that Damari was not the only one who corrected his proposals after the deadline for submission by Adv. Ofir Naor of IDB.
The deadline for submitting bids for the purchase of the airline was December 15 at 12:00, until then a variety of bids had been submitted, including those of Levy, Damari and Ben-Moshe, who offered the highest amount. However, the day after the game reopened, when Damari, who had offered NIS 143.1 million until then, submitted a new offer in which he reduced the cash component to NIS 140.4 million, but offered T-bond holders a 17% stake in Israir shares that would be held in trust for them until That it will be registered for trading in Tel Aviv within a year and a half.
If the company is not issued, Damari has pledged to purchase the shares for NIS 29.5 million, so that his offer actually reflects a price of NIS 170 million for Israir. Damari’s attorney Itai Hess, who was not present at the hearing, claimed yesterday thatloyal The bond, the Hermetic, made it possible to put proposals to the vote, and so did Damari, and in addition, both Ben-Moshe and Rami Levy improved their proposals after the deadline.
At yesterday’s hearing, which was also attended by Israir CEO Uri Sirkis, Ben-Moshe and Levy rejected the judge’s proposal to hold another bidding between the three proposals as well as the proposal to hold another vote on the proposals. The institutional bonds, with which he is in a legal confrontation due to the explosion of the Africa Israel acquisition deal by him.
“I came to the capital market in 2014,” Ben-Moshe said. “The previous deal was with my former partner who was with you recently (Eduardo Elstein who bought IDB with him, and from whom Judge Brenner took control of the group, GH). I brought more than NIS 700 million of my personal money to this transaction for the benefit of the creditors. No one then said ‘he completed or did not complete the deal’.
“Some of the opponents (today) are the ones who pushed me to join the deal (on IDB) which unfortunately did not end well. After this deal I made another deal (purchase of Blue Square Oak, GH) which brought a return of more than 102% From debt repayment. At the head of the representation in that case was Ofer Gazit (who currently sits on the IDB’s Ninth bond representation).
“Regarding the Africa deal, there are some undisputed facts: The first is that I received an application to make the deal. After a two-year process, the creditors decided to go with another bidder (Nati Saidoff, G.H.), I retired, and some representatives contacted me and asked me to return. Saidoff said they do problems and exercises for them. The offer at the time was NIS 1.9-1.8 billion. I built a deal and offered higher returns. I did not manage to bring permits and they demanded further consideration and now we are in mutual claims. I have no intention of compromising on the subject even though I have received a lot of threatening messages. In this transaction, too, I received messages that ‘if you do not release the money to us, we will not give you Israir.’
“The creditors’ judgment is not clean. Our offer is financially the highest but there is a fear, they say, that Ben-Moshe will not complete the deal. This is not fair. We submitted the best offer and then Damari or a Saudi sheikh can come and after a while submit a bid. Otherwise, a total of one third of the creditors in the series voted. Their right not to believe that we will complete the deal, but we are a company of NIS 1.2 billion Equity And not skeletons and such (Rami Levy’s BGI is a stock market skeleton), our certainty in a transaction is higher. We expect basic good faith. We were prepared to increase the collateral for the full offer. “Attorney Amit Pines, representing the holders, argued that Ben-Moshe’s offer was not superior to Damari’s and that the holders did not have a personal agenda.
Rami Levy: “Ben-Moshe, who is a member, did not meet the conditions at all at first. We are the only ones who met the conditions. Ofir brought us to court for you to approve us (referring to the first request for approval of a BGI offer of NIS 100 million, GH). We did everything right. Ben-Moshe came and made an offer after us. It is up to you to decide that we are the winners. It is not fair that after making an offer another person will come and make another offer. There is a tender, they come and bid and say hello. We do all kinds of exercises here that we are not used to. “
Ben-Moshe: “After Rami Levy’s bid was submitted to the court, we were notified that the way back was (through) a 25% improvement rate, we improved (the bid) by 30%. There was a stage among the bidders that Ofir decided to submit Rami as the winning bid. “I understand that Ophir received some clarifications from Rami. Ophir did not contact us to receive clarifications from us. We conducted ourselves on the basis of Ophir’s decision at this point, a meeting was held, holders came and determined.”
The parties dispersed pending the court’s decision, which was not accepted until the issue closed.