Clear Starkcher: The bid to buy a structure for the rock is fair

The struggle between the board of directors of Sela Capital Real Estate and the management of the company continues a building Real Estate, around the hostile takeover bid submitted by a building toSela . After yesterday, Sela published an opinion on behalf of Prof. Amir Barnea, According to which the proposed purchase price is not fair to its shareholders, today published the structure of an economic opinion of the Clear Structure company, according to which this is actually a fair transaction.

In order to prepare the opinion, CPA Yitzhak Idan and CPA Omar Srebinsky from Clear Stretcher analyzed the economic value of a building and a bedrock on the basis of two approaches: the adjusted equity approach and the market value approach. According to them, both approaches indicate the fairness of the offer to Sela shareholders.

Mivna offers to purchase up to 100% of Sela’s shares in a share allotment transaction, which reflects a value of about NIS 1.45 billion for Sela. In return for each Sela share, it has a 0.92 share of its own. According to Clear Starkcher, the analysis based on the market approach shows that over the period of time examined, the takeover bid embodies a “direct premium” for Sela’s stock, which ranged from about 4.4% to about 9.2% and “premium after the merger” which ranged from about 3 % And about 7.4%.

The analysis, based on the adjusted equity approach, indicates, according to Clear Starkcher, that the adjusted equity of a structure is estimated at NIS 6.16 billion and the equity per share at a total of NIS 8.39. According to them, Sela’s adjusted equity is estimated at NIS 1.33 billion and equity per share at NIS 6.84 if the Reit Fund remains, as well as NIS 1.43 billion and NIS 7.31 per share, if the takeover bid is accepted and Sela becomes a regular company.

“The analysis based on the adjusted equity approach shows that the takeover bid embodies a premium for a rock share of approximately 11.6% in terms of equity per share: NIS 8.31 in the case of an air-conditioned entity, compared with NIS 6.84 in the case of Sela Harit. The premium, as stated, is 11.6%. “Reflects a conversion ratio of 0.82 structural shares per Sela share, compared to 0.92 in the takeover bid. That is, the analysis according to the adjusted equity approach indicates the fairness of the offer to Sela shareholders,” said Clair Starkcher’s attorney.

Yesterday, Sela published a statement on behalf of Prof. Barnea, according to which the fair conversion value should be 1.2-1.25 shares of a building for every single share of rock, ie about 33% higher than the purchase offer of a building. Dudu Zabida“No economic model in Prof. Barnea’s opinion is numerically based.”

“If Amir Barnea thinks that this Harit fund is worth NIS 1.7-1.8 billion, then probably the problem is bigger. The problem is that because of the management of this Harit company, the shareholders can never reach this value and that is their big problem,” Zabida added. According to him, what matters is the market price of the company and the price of its capital, as examined by Clear Streacher.

The takeover bid is conditional on the approval of Sela’s shareholders’ meeting to request a structure to make changes to Sela’s bylaws. The meeting itself will be convened on January 3, but even before that the parties are struggling to formulate the items to be voted on and how to count the votes, with the main question being how to determine which of the participants in the meeting has a personal interest in the decision.

This matter is extremely important in view of the fact that the approval of the decision requires a 75% majority of the voters who have no personal interest in the decision. This coming Sunday, a hearing on the issue will be held in the Tel Aviv District Court, after which the court will decide on the issue and open the way for the meeting to be held.

Full disclosure: To the Bar-On family, from the controlling owner of Globes, minority shares in the public company “Building”