Going Private Transaction

Our firm assisted a publicly traded company in all stages of a triangular merger transaction, including the drafting of the merger agreement, negotiating with the various bidders and conducting the bidding process.

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A company publicly traded on the Tel Aviv Stock Exchange became private through a reverse triangular merger. Prior to entering into the agreement, numerous offers were submitted to the company or to its controlling shareholders from receivers appointed by various banks, to purchase the company’s shares in different manners, including by means of a tender offer and by means of a reverse triangular merger. The company negotiated with a number of parties for entering into a transaction pursuant to which the company would become private and fully owned by the other party to the transaction. Following the negotiations, a bidding process was held and the winner entered into the merger agreement. Our firm assisted the company in all stages of the transaction, providing legal advice in connection with each of the bids, drafting the merger agreement, negotiating with various bidders and conducting the bidding process. Throughout the process, our firm advised the company and its board of directors in order to ensure their compliance with their duties under Israeli companies and securities laws, including in connection with the controlling shareholder, public shareholders, reporting obligations and the preparation of reports as required by law.
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