Phimie sells Hamlet – the capital market

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Sold to Ultra Clean Holdings, which is traded on Nasdaq at a value of approximately NIS 900 million. The deal expresses a 34% premium on the closing price. Upon completion of the merger, UCT will hold the full (100%) shares of Hamlet that will be transformed from a public company into a private company and the company’s shares will be deleted from the listing for trading on the Tel Aviv Stock Exchange. The biggest gainer from the exit is the Pimi fund of Yishai Davidi, which generated a profit of about 300% in Hamlet over a period of about 5 years.

This is an outstanding success, another impressive exit for the Pimi Foundation. But there is also a “second party” – Phimie who acquired dozens of public companies and knew how to improve them and sell them at a large profit, indirectly caused our stock market to dry up from good companies.

One way or another, Hamlet, which develops and sells connectors, taps, valves and command and control systems for process and ultra-clean industries and flow control, has announced that a reverse triple merger will be carried out when UCT acquires all Hamlet shares for a total of approx. NIS 900 million and at a price of NIS 64 per share. The agreement was unanimously approved by the boards of directors of UCT and Hamlet.

Founded in 1991, UCT is a global and leading player in the development, production and supply of subsystems for the semiconductor equipment industry, employing over 4,000 workers. UCT’s sales turnover in 2019 was approximately $ 1.1 billion and the company’s current market value is approximately $ 1.3 billion.

Upon completion of the merger, UCT will hold the full (100%) issued and paid-up share capital of Hamlet that will be transformed from a public company into a private company, the company’s shares will be deleted from listing on the Tel Aviv Stock Exchange and it will cease to be a reporting corporation within the Securities Law. 1968.

If the determining date does not occur before May 15, 2021, according to the merger agreement, the company may distribute a dividend to its shareholders in an amount equal to NIS 1.2 for one ordinary share, without reducing the price per share in cash.

Completion of the merger is subject to the existence of acceptable conditions precedent as specified in the merger agreement, including approval of the shareholders’ meeting of the merger company and receipt of regulatory approvals required by law for the merger in connection with antitrust laws.

Amir Widman, CEO of Hamlet, said: I am pleased to report another milestone in the implementation of Hamlet’s growth strategy, which is a merger with UCT. Ultra-Clean Technology is a global American company with sales of over $ 1.3 billion per year in the field. Construction of gas transmission systems in the ultra-clean industry. The company is based in the United States and has branches around the world near the semiconductor manufacturing plants and near the major equipment manufacturers. The merger will enable Hamlet to benefit from UCT’s extensive sales infrastructure as well as global connections and continue to increase sales and expand the scope of business in the industry and continue to grow as it has done to date and even more.

The merged company’s activity opens a new era in the companies’ business and enables full integration of gas and transmission systems in the semiconductor field among equipment manufacturers and production plants and opens a new era in the field of systems construction in the process industry. There is no doubt that Hamlet’s advanced production capabilities, innovative and diverse products will contribute to synergy and strengthen the two companies in the market and help implement the joint growth strategy. I see the transaction as a great value and continuity for the company and our employees around the world and for the shareholders, in my estimation the transaction will be realized in the coming quarters. ”

Gilon Beck, chairman of Hamlet, said: “Phimie acquired control of the company about eight years ago. We have invested heavily in recruiting and developing executives, business development and strategy, capital investments, expanding into new markets, acquiring five companies, innovation and managing a technology incubator and more. The new deal is great for everyone: buyers, shareholders, employees and customers. Hamlet’s brand is strengthening, growing and joining a large group. I want to thank the CEO, management and employees and wish success to the buyers. ”