The battle for a building company’s takeover of the Harit Sela Real Estate Fund is escalating and is expected to reach the courtroom of Tel Aviv District Court Judge Magen Altuvia this coming Sunday. Today (Thursday) submitted its own opening stimulus structure, after Sela took a similar step earlier this month.
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Mivna submitted her answer to Sela, in which she broadly presented her arguments and attached the opinions of experts, including Prof. Assaf Hamdani and the Entropy Company, to the various issues at stake.
Dudu Zabida, CEO of a building Photo: Tomer Levy
Yesterday, Sela Real Estate published its own opinion prepared by Prof. Amir Barnea, in which it was argued that “the proposed takeover bid (of a building, H.S.) is not fair to Sela shareholders.” Prof. Barnea estimates the fair value of Sela at NIS 1.66 billion, 15% higher than the company’s current market value. The correct share price for Barnea’s estimate is NIS 9.55 – 22% higher than the price embodied in the structure offer.
The building’s CEO, Dudu Zabida, commented in a conversation with “Calcalist” on Barnea’s assessment and said that “Barnea has reached incredible numbers. If rock really is worth so much, then how did she not reach that value in life? There is probably a real failure in the company or its management. Sela has never reached what Amir Barnea claims, apparently they take value from their shareholders, if Sela believes it is the company’s value. “
According to Zabida, “Today we submitted a response to the court regarding all matters. It was important for us to bind it all together. Do not spend every time in a disorderly manner. We wanted to do a certain job, as far as can be defined – independent work. “We requested an independent estimate of the two companies (Structure and Sela, H.S.) based on public data and without providing company data. The work derived the market value data of the companies, equity and you can see the significant premium that Sela shareholders receive.”
Zabida added that “there is always talk in the world of companies without a core of control over the representative problem. And here it is as if the shareholders have taken the power. Sela’s management company which is also part of the board will own the company. It enjoys everything and tries to deprive shareholders of the basic economic right.
In the end, the only question is an economic question. “
Zabida added that “or probably Sela’s management company decides what to do with the shareholders’ shares. Low value and poor management produce a significant advantage only for the management company. All the institutional bodies, all the sophisticated shareholders have fled from Sela’s share in the last 5 years. Examining who the shareholders are in Sela, in the structure and in the Reit’s ‘fund’ of Sela – Reit 1, we see a dramatic gap. “
A structure seeks to advance a takeover process of the Harit Sela Real Estate Fund. Since the Reit Fund must not have a controlling shareholder, Sela’s shareholders must vote (by a 75% majority) to change the bylaws so that Sela becomes a “regular” income-producing real estate company, and then they Will be able to vote on the takeover bid itself.
In an application to Mivna to the court, she claims that the opening lecture submitted by Sela, earlier this month, “is another attempt by Sela’s management to thwart the tender offer.” Mivna today has an opinion from Prof. Assaf Hamdani, which answers Sela’s claim that setting conditions in the tender offer Between changing the rules and the proposal itself is illegal.
According to Hamdani, “the combination of a takeover bid and a vote is a mechanism that provides all opinions with the best possible protection for shareholders from the public in the event of an attempted takeover.” That is, Prof. Hamdani claims the opposite of what Sela claims. In his opinion, the condition of the vote on changing the bylaws together with the vote on the tender offer also improves the situation of Sela’s shareholders. Since it provides an indication to shareholders of the future rate of response to Hersh’s proposal.
Among the additional documents submitted by Mabna to the court is an opinion written by an entropy company and intended for the issue of personal interest.
Sela was based on the method of economic value that relies on the value of the shareholders’ holdings in Sela and the structure. According to Entropy, according to a method determined by Sela, 78% of the shareholders identified in Sela are disqualified. Also, offer there check according to the holding rate of the shareholders with the cross-holdings in the two companies.