Investor Sues for Higher Price in Tender Offer for Elad Canada Shares

/ By Itzhak Dannon /

An Application for certification of a class action was submitted last November to the District Court in Tel Aviv against Elad High Plateau Acquisition (a company incorporated in Canada) in order to augment Getty-Images-150x150payment of a tender offer for the purchase of the shares of Elad Canada, a public corporation traded on the Tel Aviv stock market. Both companies are owned by the Israeli businessman Yitzhak Tshuva.



The plaintiff is David Malachai, who owned 750 common stocks of Elad Canada (the Israeli variant).  According to plaintiff, at the beginning of December 2012, about a month following its incorporation, Elad Acquisition (the Canadian counterpart) issued a full tender offer specification for the purchase of 11.3% of the outstanding stocks of Elad Canada (of Israel) for the purchase price of NIS14.78 (about $3.89 on 3 December 2012) per stock.  Three months later, the price was raised to NIS 16.60 (about $4.45 on 4 March 2013).



The plaintiff avers that he was one of the stockholders who, according to the pleadings, were compelled to part with their stocks and, according to an expert’s opinion, the consideration paid by Elad Canada was less that the fair market value of the stock, which at the time of the allegedly compelled purchase was, as per the expert opinion of Ira Dimandi, NIS31.70 (about $8.49 on 4 March 2013), as opposed to amount paid, NIS16.60, by the defendant, or about one half of the true value.



Plaintiff opines that the gap is sufficiently significant to justify court’s intervention in according the stockholders the difference in value between the compelled purchase price and the stock’s fair market value. The amount owed in the aggregate, according to plaintiff’s estimate, based on the aforementioned expert opinion, is approximately NIS 44.5 million.  He also seeks cost of living indexation differentials and interest accruing from the date of payment as of the tender offer’s date of 8 January 2013.


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