Apax Partners Israel, run by CEO Zehavit Cohen, has offered Mivtach Shamir Holdings Ltd. (TASE:MISH) two options for buying out its 20.7% stake in Tnuva Food Industries Ltd. According to Mivtach Shamir's notice to the TASE, Apax is offering NIS 680 million in cash, if Mivtach Shamir transfers the holding by December 29.
Alternatively, Apax is offering NIS 725 million, of which NIS 70 million will be deposited with a trustee until August 31, 2013. The amount from the escrow that Apax will pay will depend on a percentage of the growth Tnuva's cumulative net profit in 2011-12, net one-time gains and expenses, on the basis of an upside formula. If Tnuva's growth is less than 10% over this period, the amount in the escrow will revert to Apax; if Tnuva's growth is more than 10%, the amount in the escrow will be paid to Mivtach Shamir plus an additional NIS 70 million for a total of NIS 795 million.
Mivtach Shamir, controlled by chairman Meir Shamir, is asking for NIS 775-800 million for its Tnuva holding.
Apax's offers are subject to three conditions: notification by September 15 by Mivtach Shamir about which alternative it chooses; signing a detailed agreement by September 22; and obtaining regulatory approval for the deal by September 15.
Mivtach Shamir said that it was studying the offer.
The TASE has suspended trading in Mivtach Shamir's share, because the company has not published its financial results, because Apax will not allow disclosure of Tnuva's results.
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