|By PR Newswire||
|March 3, 2014 09:19 AM EST||
YAVNE, Israel, March 3, 2014 /PRNewswire/ -- G. Willi-Food International Ltd. (NASDAQ: WILC) (the "Company") announced that on March 2, 2014, the controlling shareholders of Willi-Food Investments Ltd. ("Willi Investments"), the controlling shareholder of the Company, signed an agreement with Emblaze Ltd, a company listed on the London Stock Exchange ("Emblaze") (the "Agreement"), to sell their controlling stake (58%) in Willi Investments, subject to the satisfaction of the condition precedent and the additional terms described in the Agreement (the "Transaction"). The Agreement was signed by Zwi Williger ("ZW") and Joseph Williger ("JW" and, together with ZW, the "Sellers") to sell up to their entire interests in Willi Investments. Willi Investments owns approximately 58% of the Company's shares (the Company together with Willi Investments, "Willi-Food"). The Agreement also governs the ongoing relationship of Emblaze with the Sellers both before and after completion of the Transaction.
The Transaction is subject to the receipt of Israeli Anti-Trust Authority's approval.
Under the terms of the Agreement, ZW and JW will be required to continue to be engaged by the Company and serve as chairman of the board (in respect of ZW) and as president (in respect of JW), or as joint chief executive officers of Willi-Food for an additional period, commencing upon expiration of ZW and JW's current service agreements with the Company (September, 2014) of between 18 months (if their service agreements are not re-approved at the next Company shareholders' annual general meeting) and three years from completion of the Transaction (if their service agreements are re-approved at the next Company shareholders' annual general meeting), subject to certain exceptions in the Agreement. Following such engagement period, ZW and JW have the option to continue to manage the Company as they have done. If, however, either ZW or JW chooses to leave the Company within six years from completion of the Transaction, they will be prohibited from competing against the Company in any material way, subject to certain agreed exceptions, in consideration of an additional annual payment of NIS 1,500,000 (approximately $430 thousand) per year from Emblaze to each Seller following termination of their engagement.
The Transaction is expected to be completed soon after the successful completion of a special tender offer addressed to the shareholders of Willi Investments, pursuant to the Israeli Companies Law, or, alternatively, following its lapse, although there is no guarantee that the Transaction will be completed. Completion is expected to occur sometime during the second quarter of 2014.
The aggregate consideration for the shares in Willi Investments to be acquired from the Sellers (including the shares of the Sellers tendered by the Sellers in connection with the special tender offer, if completed) is approximately NIS 268,000,000 (approximately $76,600 thousand). The consideration to be offered to Willi Investment's shareholders as part of the special tender offer represents the same price per share as would be paid to the Sellers for their shares in Willi Investments, and is expected to be, in aggregate, approximately NIS 23,000,000 (approximately $6,600 thousand).
Assuming, therefore, that all the shareholders of Willi Investments other than the Seller participate in the special tender offer in relation to their entire shareholdings, then Emblaze expects to acquire up to 61.80% (though the actual number may be lower, depending on the breakdown of shareholder acceptances under the Special Tender Offer) of the shares in Willi Investments for an aggregate consideration of approximately up to NIS 285,500,000 (approximately $81,600 thousand).
Following completion of the Transaction, Emblaze will assert control over Willi Investments by means of (i) its ability to exercise control of between 44.99% and 61.80% of the votes exercisable at shareholder meetings of Willi Investments and (ii) its right to appoint the majority of board members of Willi Investments and the Company upon completion of the Transaction.
Zwi Williger, Chairman of Willi-Food commented: "We view the sale of control of Willi-Food Investments to Emblaze, traded on the London Stock Exchange, as an opportunity for the Company to continue its accelerated development in the food sector, both in Israel and outside Israel and even to expand into additional activities. My brother, Joseph, and I, have responded to the request of Emblaze to continue to manage the Company. We will continue to work together with the Company's personnel and the management of Emblaze in order to continue to develop the company's business, both in its existing business areas as well as additional business areas."
Additional information regarding the transaction is included in a Form 6-K that the Company is submitting to the Securities and Exchange Commission today.
Financial Results Conference Call
Willi-Food expects to release its financial results for fiscal 2013 on March 18, 2014.
The Company will host a conference call and live webcast on March 18, 2014 to discuss the financial results beginning at 11:00 AM Eastern Time. Details regarding the conference call will be provided by the Company in its fiscal 2013 financial results press release.
About G. Willi-Food International Ltd.
G. Willi-Food International Ltd. (http://www.willi-food.com) is an Israeli-based company specializing in high-quality, great-tasting kosher food products. Willi-Food is engaged directly and through its subsidiaries in the design, import, marketing and distribution of over 600 food products worldwide. As one of Israel's leading food importers, Willi-Food markets and sells its food products to over 1,500 customers in Israel and around the world including large retail and private supermarket chains, wholesalers and institutional consumers. The company's operating divisions include Willi-Food in Israel and Gold Frost, a wholly owned subsidiary who designs, develops and distributes branded kosher, dairy-food products.
FORWARD LOOKING STATEMENT
This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products and expected sales, operating results, and earnings. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. These risks and other factors include but are not limited to: monetary risks including changes in marketable securities or changes in currency exchange rates- especially the NIS/U.S. Dollar exchange rate, payment default by any of our major clients, the loss of one of more of our key personnel, changes in laws and regulations, including those relating to the food distribution industry, and inability to meet and maintain regulatory qualifications and approvals for our products, termination of arrangements with our suppliers, in particular Arla Foods, loss of one or more of our principal clients, increase or decrease in global purchase prices of food products, increasing levels of competition in Israel and other markets in which we do business, changes in economic conditions in Israel, including in particular economic conditions in the Company's core markets, our inability to accurately predict consumption of our products and changes in consumer preferences, our inability to protect our intellectual property rights, our inability to successfully integrate our recent acquisitions, insurance coverage not sufficient enough to cover losses of product liability claims and risks associated with product liability claims. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 30, 2013. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. We do not assume any obligation to update the forward-looking information contained in this press release.
G. Willi Food International Ltd.
Raviv Segal, CFO
SOURCE G. Willi-Food International Ltd.