Israel Company Law 1999
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Miss Sahara Kaplan, will attend to you
(in English) at Phone No. +972 3 546 88 88
In case of emergency, call Gabriel Hanner
at his
cellular: +972 50 552 33 33
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Companies Law 1999
Chapter 2: Special Tender
Offer
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328. (a) In a public company, no purchase shall be
effected as a result of which a person shall become a holder of a control block
if there is no such holder in the company; likewise no purchase shall be
effected as a result of which the purchaser’s holdings shall increase above
forty-five percent of the voting rights in the company if there is no other
person holding more than one-half of the voting rights in the company, other
than by way of a tender offer in accordance with the provisions of this Chapter
(hereinafter “a special tender offer”).
(b) The provisions of
subsection (a) shall not apply to the purchase of shares under a private
placement.
(c) The provisions of
this Chapter shall apply to a special tender offer, in addition to the
provisions of any law regarding tender offers that are not consistent with the
provisions of this Chapter.
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Purchase of control block or of control
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329. Where a special tender offer has been made,
the board of directors of the target company shall give its opinion to offerees
regarding the advisability of the special tender offer, or shall refrain from
giving its opinion on the advisability of the special tender offer, if it is
unable to do so, provided that it reports the reasons for its not so doing; the
board of directors shall disclose all personal interests of each of the
directors in or stemming from the tender offer.
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Opinion of board of directors
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330. (a) An office holder in a target company who
does an act by virtue of his office, other than acts referred to in subsection
(b), the purpose of which is to forestall an existing or anticipated special
tender offer, or to harm the chances of its being accepted, shall be liable to
the offeror and the offerees for any damage resulting from his acts, unless he
acted in good faith and had reasonable grounds for presuming that the act done
by him was for the good of the company.
(b) An office holder may
negotiate with an offeror for the improvement of the conditions of his offer,
and may negotiate with others in order to make a counter-offer.
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Duties of office holders
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331. (a) A special tender offer shall be made to
all offerees and the offerees may notify their consent to the special tender
offer or of their objection to it.
(b) A special tender
offer shall only be accepted by a majority of the votes of those offerees who
gave notice of their position in respect of the offer.
(c) In counting the votes
of offerees, the votes of a holder of control in the offeror, being a holder of
a control block in the company, or any person acting on their or on the
offeror’s behalf, including their relatives or corporations under their control,
shall not be taken into account.
(d) Where a special
tender offer has been accepted, offerees who have not given notice of their
position in respect of the tender offer, or who have objected to it, may consent
to the offer, no more than four days after the last day for accepting the tender
offer, or on such other date as the Minister may prescribe in this respect, and
they shall be considered to have consented to the offer from the outset.
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Consent of shareholders
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332. A special tender offer shall not be accepted
unless shares conferring at least five percent of the voting rights in the
company have been purchased.
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Minimum acceptance
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333. (a) Shares purchased in contravention of the
provisions of this Chapter shall not confer any rights and shall be dormant
shares, as defined in section 308, for so long as they are held by the
purchaser.
(b) Without prejudice to
the provisions subsection (a), where the rate of a person’s holdings of voting
rights increases, otherwise than due to a purchase under the provisions of
section 328, to a rate conferring on him a control block where there is no owner
of a control block in the company, or a rate higher than forty-five percent of
the voting rights in the company if there is no other person holding more than
half of the voting rights in the company, inter alia, as a result of the
shares in the company having become dormant following a distribution, voting
rights shall not be conferred on shares held by such person at a rate of more
than twenty five percent or forty-five percent, as the case may be, for so long
as they are held by him.
(c) The infringement of
the provisions of this Chapter shall be a breach of statutory duty towards the
shareholders of the company.
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Consequences of prohibited purchase
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334. Where a special tender offer has been
accepted, the offeror, any person controlling the offeror on the date of the
offer, and any corporation controlled by them, shall not, for a period of one
year following the date of the tender offer, make another tender offer for
purchase of shares in the company, and they shall not effect a merger of the
company unless they undertook to do so in the special tender offer.
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Consecutive tender offers or mergers
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335. The
Minister, after consulting with the Securities Authority, may make
provisions for the implementation of this Chapter, including provisions
in respect of the manner of delivery of the special tender offer to
offerees, and the receipt of their notices, and in particular, the
Minister may apply the provisions concerning voting papers, and may
prescribe the dates for holding special tender offers and the date for
giving the opinion of the board of directors.
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Regulations |
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Miss Sahara Kaplan, will attend to you
(in English) at Phone No. +972 3 546 88 88
In case of emergency, call Gabriel Hanner
at his
cellular: +972 50 552 33 33
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