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>Ask two pious & learned Jewish Rabbies, and you receive three different answers.(All of them correct, of course) <
Thanks, Dubi—that clears it up
Thanks. The product I was referring to is a flattened Italian breadstick, FWIW.
Kosher 'laws' are much more complex than the FDA procedures
for approval of a new drug.
Ask two pious & learned Jewish Rabbies, and you receive
three different answers.(All of them correct, of course)
A more intelligent reply i cannot provide at present.
Dubi
>>KOSHER SALT: This salt is not really, in itself, kosher, but is used in "kashering" meat to make the flesh kosher for eating. This involves first soaking the meat then rubbing it with the salt to draw out the blood which is not-kosher and is subsequently washed off along with the salt. The cleansed meat is then kosher. What makes it of interest for food storage and preservation is that it is generally pure salt suitable for canning, pickling and meat curing. It is of a larger grain size than table or canning salt, and usually rolled to make the grains flaked for easier dissolving. Frequently it is slightly cheaper than canning salt and usually easier to find in urban/suburban areas.
NOTE: Not all brands of kosher salt are exactly alike. Diamond Crystal Kosher Salt is the only brand that I'm aware of that is not flaked, but still in its unaltered crystal form. The Morton brand of Coarse Kosher Salt has "yellow prussiate of soda" added as an anti-caking agent but unlike other anti-caking agents it does not cause cloudiness in solution. Morton even gives a kosher dill recipe on the box.<<
http://waltonfeed.com/grain/faqs/iif4.html
>>Not all salt is the same. The ordinary table salt that most of us eat is too refined; it lacks the minerals we need. Also, yellow prussiate of soda and other additives and preservatives are added to prevent caking, dextrose is even added to improve flavor. About half of all table salt is supplemented with potassium iodide, which wards off goiter. RealSalt contains 50 natural occurring trace minerals like calcium, potassium, sulphur, magnesium, iron, phosphorus, manganese, copper, iodine and zinc.<<
http://www.realsalt.com/salt_facts.php
[Yes, I'm a googlehead. But I also found it strange that Kosher Salt would be something other than sodium chloride. Yellow Prussiate of soda is Sodium Ferrocyanide, FWIW.]
[OT] I have a product with Kosher salt on the label. In parentheses, it says the Kosher salt is “yellow prussiate soda.” I always thought Kosher salt was just salt.
Take G. Willi-Food International (Nasdaq: WILCF; TASE: WLFD), for example, which announced two days ago that it was calling off its acquisition of New Jersey-based food distributor Vitarroz. G. Willi-Food chairman and COO Zwi Williger explained that, after a long and careful due diligence process, G. Willi-Food had decided to withdraw from the acquisition. “There are too many pitfalls there,” he told us. Williger will find another company, because there are many such companies in the US. Imagine what would have happened if they had decided to buy the company, and had discovered the pitfalls a year later. What would G. Willi-Food have looked like in that case?
Published by Globes [online] - www.globes.co.il - on September 29, 2005
http://www.globes.co.il/serveEN/globes/nodeView.asp?fid=1052
Dubi
G. Willi-Food Pulls Out of Vitarroz Deal
Tuesday September 27, 9:09 am ET
G. Willi-Food Decides Not to Acquire Interest in Vitarroz After Due Diligence Review
NEW YORK (AP) -- G. Willi-Food International Ltd., one of Israel's largest distributors of kosher foods, said Tuesday that it has decided against acquiring a sizable interest in New Jersey Hispanic foods company Vitarroz Corp. as announced in June.
After a due diligence review of Vitarroz's financial condition, the company decided not to pursue the transaction. Willi-Food had offered to acquire a 50 percent to a 55 percent interest in privately held Vitarroz in an all-cash transaction.
The company said that it is exploring other acquisition targets to allow it to expand into the U.S. market.
http://biz.yahoo.com/ap/050927/g_willi_food_vitarroz.html?.v=1
Dubi
G. Willi-Food calls off Vitarroz acquisition
Willi-Food intends to explore other potential acquisitions in order to enter the US market.
Globes correspondent 27 Sep 05 14:56
G. Willi-Food International Ltd. (NASDAQ: WILCF), one of Israel's leading distributors of kosher food products, today announced that it had terminated the previously announced acquisition of Vitarroz Corp., a New Jersey-based distributor of Hispanic food products.
G. Willi-Food chairman and COO Zwi Williger said, "As part of our due diligence process, we conducted a detailed review of the financial condition of Vitarroz. It is unfortunate that as a result of issues that arose during the due diligence process the company has elected not to go forward with the acquisition of Vitarroz. Willi-Food intends to explore other potential acquisitions in the US in order to enter the US market and expand Willi-Food's operations in the US food industry."
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality Kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers.
Published by Globes [online], Israel business news - www.globes.co.il - on Tuesday, September 27, 2005
Dubi
G. Willi-Food International Ltd. Terminates the Acquisition of Vitarroz Corp.
Tuesday September 27, 7:45 am ET
YAVNE, Israel, September 27 /PRNewswire-FirstCall/ -- G. Willi-Food International Ltd. (the "Company") (NASDAQ: WILCF - News), one of Israel's leading distributors of kosher food products, today announced that it had terminated the previously announced acquisition of Vitarroz Corp., a New Jersey-based distributor of Hispanic food products ("Vitarroz").
Zwi Williger, Chairman and COO of the Company said, "As part of our due diligence process, we conducted a detailed review of the financial condition of Vitarroz. It is unfortunate that as a result of issues that arose during the due diligence process the Company has elected not to go forward with the acquisition of Vitarroz. Willi-Food intends to explore other potential acquisitions in the United States in order to enter the U.S. market and expand Willi-Food's operations in the U.S. food industry."
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality Kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
http://biz.yahoo.com/prnews/050927/uktu015.html?.v=28
Dubi
Research and Markets: Overall 'Mainstream and Kosher' Market (Including Fresh and Processed Foods) in US Accounts for More Than $100 Billion in Sales
8/30/2005 11:55:01 AM
DUBLIN, Ireland, Aug 30, 2005 (BUSINESS WIRE) -- Research and Markets (http://www.researchandmarkets.com/reports/c23244) has announced the addition of Kosher Foods in the United States to their offering.
Any food product that is prepared under the laws of kashrut, the Jewish rules governing food products, is considered kosher. The kosher market, therefore, is only limited by rabbinical law. There are kosher products in every segment of the food industry, from ingredient products such as meat and poultry to processed foods and beverages, and almost every major manufacturer has at least some kosher products in its repertoire.
This report focuses primarily on sales through food, drug, mass merchandisers (excluding Wal-Mart), and natural food supermarkets. Detailed sales through specialty kosher supermarkets, convenience stores, and other venues in which kosher foods may be purchased (e.g. delis, specialty stores) are not given, except as top line estimates, as brand sales for these channels are not available
The kosher market can be considered as two separate markets: "mainstream and kosher" and "ethnic kosher." "Mainstream and kosher products" are those foods that are kosher-certified but have little relevance or bearing on traditional kosher food ways. These kosher-certified products are as much at home on the shelves of consumers who have no interest in kosher foods as they are on the shelves of those consumers for whom the kosher symbol is important. "Ethnic kosher foods," on the other hand, are products that are "kosher by design"--such items as gefilte fish, matzoh, schav and borscht (both types of soup), and other traditional ethnic Jewish food products. "Ethnic kosher foods," like other ethnic foods, are consumed by anyone interested in those specific flavor profiles and foods.
While the overall "mainstream and kosher" market (including fresh and processed foods) accounts for more than $100 billion in sales, these sales may not be indicative of the "market" for kosher foods, since the majority of consumers buy these products not because they are kosher, but for some other reason. On the other hand, sales of some "ethnic kosher foods" are so low that it is extremely difficult to track them.
As a way of highlighting the difference between the "mainstream and kosher" market and the "ethnic kosher" market, this report examines a representative sample of segments in which kosher and non-kosher products can be found in FDM and natural supermarket channels. Segments in which kosher certification is likely to be absent or extremely limited (e.g. meat snacks, meat- or seafood-based soups) are not included.
For each of the five segments analyzed in this report (cookies, chocolate confectionery, snacks, sugar confectionery, and crackers), both total dollar sales and dollar sales of the kosher component are given. Top manufacturers in each segment and their top-selling products are also itemized, and estimates of the total kosher sales of each top manufacturer are provided. The report also highlights (where possible) sales by small, "ethnic kosher" manufacturers in each segment. Even if sales figures are not available for these smaller manufacturers, their brands are discussed in as much detail as possible.
For more information visit http://www.researchandmarkets.com/reports/c23244
SOURCE: Research and Markets
Research and Markets
Laura Wood
Senior Manager
press@researchandmarkets.com
Fax: +353 1 4100 980
Dubi
Willi-Food rethinking sales policy after Clubmarket collapse
18.8.2005 / 13:22
Tal Levy
Willi-Food (TASE: WLFD) is a large foodstuffs distributor. The implosion of Clubmarket shot down its second-quarter results and led the company to entertain thoughts of changing its sales mix and entering independent sales through neighborhood stores, says the company's manager, Zvika Williger.
"We are not sure that the collapse of Clubmarket is the last," he added, "so we cut back sales and are reexamining all our clients."
The banks secured creditors and as such, are positioned to get back their money first, Williger went on, and he doesn't like the idea. "In my opinion a fair process would have been that the money gets shared equally by everyone," by which he means all the creditors Clubmarket left crying in its wake. "All in all the banks will continue to extend credit to the Borovich family," which owns Clubmarket but refuses to cover its debts, "which is why they planted this feeling in everybody that everything is fine."
Willi-Food, one of the Clubmarket casualties at least to some degree, imports foodstuffs. Today it reported a slide in second-quarter revenues to NIS 39 million, a drop of 15% against the parallel quarter. Operating costs were cut 5% against the parallel quarter to NIS 6.1 million and its operating profit (before provision for doubtful debt) dropped 27% to NIS 4.7 million.
The Clubmarket problem led Willi-Food, as said, to take a long hard look at its industry, which did nothing good for its second-quarter sales. Alarmed, Willi-Food cut supplies to other companies as well.
Willi-Food stock over a year
Willi-Food had to set aside NIS 4 million to cover Clubmarket debt, which badly hurt its operating profit. That dropped to NIS 0.71 million, from NIS 6.4 million in the same period of 2004.
It netted NIS 0.85 million, compared with NIS 3.6 million in the parallel quarter, a drop of 76%. In the year 2004 the company earned NIS 10 million.
The company says it may set aside another NIS 0.3 million to cover the Clubmarket debacle, depending on the supermarket chain's repayment capacity.
The Clubmarket collapse officially led Willi-Food to reexamine its sales policy, its says in the financial statement. One reason sales slid was the company's decision to stop supplying certain customers, and/or to sharply reduce sales to certain customers, after it revisited its credit policy to those buyers.
Israel's food market has been in rocky condition, the company explains: wholesalers and catering businesses have been collapsing, as have food marketing companies.
The company's second-quarter sales mix was 47.4% (NIS 18.5 million) canned foods, versus 45.6% (NIS 21 million) in the parallel quarter of 2004.
The rest of its sales are from non-canned foodstuffs, which contributed NIS 20.4 million, versus NIS 24.8 million in the parallel quarter.
If not for Clubmarket, says Williger, sales and profits would have increased year over year, again protesting the banks' hoggish policy toward any money regained from Clubmarket.
During the second quarter, Willi-Food raised NIS 63.6 million through an offering of index-linked bonds, convertible bonds, and two series of warrants. The company's cash position sprouted handsomely in the first half of 2005 to NIS 141 million, against NIS 65.4 million at year-end 2004.
Willi-Food's market cap is NIS 106 million on the Tel Aviv Stock Exchange. This year its stock has risen 15%.
http://tinyurl.com/8ct4l
Dubi
G. Willi-Food Reports Results for Q2 2005
Wednesday August 17, 2:22 pm ET
Gross Margin Reaches 27.7%, Net Income of NIS 1.2M Despite One-Time NIS 4M Clubmarket-Related Write-Off
YAVNE, Israel, August 17 /PRNewswire-FirstCall/ -- G. Willi-Food International Ltd. (the "Company") (NASDAQ: WILCF - News) today announced its unaudited financial results for the second quarter and six months ended June 30, 2005.
Note regarding the Company's exposure to losses due to the collapse of Clubmarket: The results of the second quarter include a one-time reserve of NIS 4.0 million (US$ 0.9 milliona), reflecting the Company's estimate of the losses it will experience due to the collapse of Clubmarket Marketing Chains, Ltd. ("Clubmarket"), Israel's third largest supermarket chain. On July 13, 2005, Clubmarket was granted a stay of proceedings by an Israeli court against its creditors, to whom Clubmarket owed approximately NIS 1.38 billion. On August 4, 2005, the court-appointed trustees for Clubmarket published a tender for the purchase of Clubmarket.
Currently, the Company's accounts receivable related to Clubmarket total approximately NIS 6.5 million, consisting of approximately NIS 6.1 million on the Company's books at the end of the second quarter of 2005 and approximately NIS 0.4 million booked in July 2005. This sum includes Value Added Tax of approximately NIS 1 million which, if paid, would be returned to the Company by the Israeli tax authorities. As such, the net amount owed to the Company by Clubmarket totals approximately NIS 5.5 million.
In estimating the amount of the reserve and its estimated losses, the Company has assumed that it will be able to recover approximately 23% of the moneys owed after Clubmarket is sold. In addition, it has taken into account the reduction of income taxes that will accrue as a result of the write-off.
Note regarding Israel's food sector in light of the collapse of Clubmarket: The collapse of Clubmarket was due in part to its price cutting in response to an extremely competitive market, and some of the sector's suppliers, supermarkets and large catering companies are also experiencing difficulties. To protect its profitability, the Company has chosen to tighten its credit terms to its customers. This has led to a reduction in the Company's sales for the second quarter but an increase in its gross margin. With Shareholders' Equity of approximately NIS 102 million (US$ 22.3 million), including Current Assets of approximately NIS 126 million, Current Liabilities of NIS 28 million and minimal Long-Term Liabilities, the Company's financial position is stable.
Financial Results
Revenues for the second quarter of 2005 decreased by 15% to NIS 39.0 million (US$ 8.5 million) from NIS 45.9 million in the second quarter of 2004. Gross margins for the period were 27.7% compared to 27.4% in the second quarter of 2004. Net income for the quarter was NIS 1.2 million (US$ 0.3 million), or NIS 0.14 (US$ 0.03) per share, compared to NIS 4.4 million in the second quarter of 2004. This reflected the effect of a NIS 4.0 million (US$ 0.9 million) write-off taken with respect to the Company's estimated exposure to the collapse of Clubmarket, as described above.
Revenues for the six months ended June 30, 2005 were NIS 79.5 million (US$ 17.4 million) compared to NIS 90.3 million in the first half of 2004. Gross margins for the period were 24.1% compared to 23.2% in the first six months of 2004. Net income for the six months ended June 30, 2005 was NIS 3.1 million (US$ 0.7 million), or NIS 0.36 (US$ 0.08) per share, reflecting the effect of the abovementioned write-off.
Comments of Management
Mr. Zvi Williger, President and COO of Willi-Food, commented, "In a marketplace that is still absorbing the ripple-effects of the Clubmarket collapse, we have delivered rising gross margins and solid profitability for the second quarter, despite the large one-time write-off taken during the quarter. With Shareholders' Equity of over NIS 100 million and an extremely diverse customer base, we have been able to absorb this blow, and believe that we will emerge from the market's current shakeout as one of its strongest players."
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality Kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
http://biz.yahoo.com/prnews/050817/ukw015.html?.v=17
Dubi
This report on Form 6-K shall be deemed to be incorporated by reference in the prospectus, dated April 19, 2000, of G. Willi-Food International Ltd. ("Registrant") included in Registrant's Registration Statement on Form F-3 (File No. 333-11848), and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed with the Securities and Exchange Commission.
The Registrant expects to report an approximately 15% revenue decline for the second quarter of 2005 compared to the second quarter of 2004 and an approximately 12% revenue decline for the six months ended June 30, 2005 compared to the same period in 2004.
The expected decline in the Registrant's revenue is, among other things, a result of the Registrant's decision to reduce or eliminate sales to certain customers following a review of the credit-worthiness of such customers.
The Registrant expects to publish its financial results for the second quarter of 2005 and the six months ended June 30, 2005 in late August 2005.
http://edgar.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=3826753&Type=HTML
Dubi
TRADE/SECTOR news,
Vita Announces Avendra Agreement
7/15/2005 9:23:43 AM
CHICAGO, July 15, 2005 /PRNewswire-FirstCall via COMTEX/ -- On Friday, July 15, 2005, Vita Food Products, Inc. (VSF) announced it has entered into a vendor agreement (the "Agreement") with Avendra, LLC. Avendra is the hospitality industry's leading procurement services company with nearly $2 billion in purchasing volume. Avendra was founded in 2001 by Marriott International, Inc., Hyatt Corporation, Six Continents Hotels, Inc., Fairmont Hotels, Inc., and Club Corp USA. The Agreement designates Vita as an approved vendor for purposes of selling Vita seafood products to Avendra accounts and distributors.
"We are excited to have entered into this agreement with Avendra," said Steve Rubin, the Company's chairman and chief executive officer. "We believe this relationship will provide Vita a significant opportunity for growth in a market where we have developed some exceptional new products such as the Grand Isle(R) line of smoked salmon products. Our dedication to quality assurance and enhanced customer service is seen by us as a perfect match to Avendra's high standards."
Avendra is North America's leading procurement services company serving hospitality-related industries. Avendra customers gain access to contracts leveraging $2 billion of annual purchases, expert advisory services and in-depth purchasing data and analysis. Through Avendra, customers obtain substantial savings on their purchases and other value added services to improve their operations and bottom line results. Formed in 2001, the company is headquartered in Rockville, MD and has regional offices throughout the United States and Canada. For more information, please call toll free, (866) AVENDRA, visit http://www.avendra.com , or email inquiries to info@avendra.com .
Vita seafood is a U.S. leader in the herring and retail packaged salmon markets, and is engaged in several other food segments, including cream cheese, cocktail sauce, tartar sauce and horseradish. The Company markets and sells these items under the Vita(R), Elf(R) and Grand Isle(R) brands. More than 95% of Vita's sales are in kosher foods. Vita's common stock is currently traded on the American Stock Exchange and Chicago Stock Exchange under the ticker symbol VSF.
Vita Specialty Foods, the Company's wholly owned subsidiary, combines the products of former entities The Virginia Honey Company and The Halifax Group, Inc. Virginia Honey was a marketer, manufacturer and distributor of honey, salad dressings, including its award-winning Virginia Brand Vidalia(R) Onion Vinegarette salad dressing, cooking sauces, jams & jellies, and gift baskets. Halifax was a manufacturer and distributor of licensed brand-named products including the world-renowned Jim Beam(R) brand of steak sauce, barbeque sauce, marinades, salsas and The Drambuie(R), Kahlua(R) and Courvoisier(R) Gourmet Collections. Halifax also marketed, manufactured and distributed the Artie Bucco(TM) line of products based on the popular HBO(R) series The Sopranos(R), the award-winning Scorned Woman(R) gourmet food line, the Oak Hill Farms(R) line of salad dressings and various gourmet products and branded gift items.
This release contains forward-looking statements about the Company's future growth, profitability, introduction of new products, and competitive position. Any such statements are subject to risks and uncertainties, including changes in economic and market conditions, industry competition, raw material prices, the success of new product introductions, management of growth and other risks noted in the Company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as of the date hereof.
SOURCE Vita Food Products, Inc.
Clifford Bolen, Chief Operating Officer and Chief Financial Officer of Vita Food
Products, Inc., +1-312-738-4500, cbolen@vitafoodproducts.com
Dubi
Judge Alshech: Clubmarket owners must contribute
Alshech ordered a stay of proceedings against the Clubmarket supermarket chain until August 17.
Yitzhak Danon 13 Jul 05 18:12
Tel Aviv District Court Judge Varda Alshech today ordered a stay of proceedings against Clubmarket Marketing Chains Ltd., valid until August 17.
During the hearing, Alshech criticized Clubmarket’s controlling shareholders, the Borovich family. She said that it was doubtful whether the stay of proceedings would be extended unless the owners contributed to the company.
Alshech said that a contribution from owners was essential to any arrangement for saving a company from liquidation. She added that it was unacceptable for a company to petition the court and try to recover and streamline itself at the expense of its creditors.
Alshech said that she was aware of the fact that the court had no authority to order the shareholders to make a contribution. On the other hand, the company consists of its shareholders. A company with no assets, like Clubmarket, cannot make a contribution, even if its wishes to do so. Alshech said that this put the ball back in the shareholders’ court.
Alshech appointed Adv. Shlomo Ness and Gabi Trablissi CPA as trustees for Clubmarket. Bank Leumi (TASE: LUMI) consented in principle to the stay of proceedings, and the banks will decide in the coming days whether to inject credit into Clubmarket, and, if so, how much.
Clubmarket’s legal representative said that the chain had NIS 140 million in liquid assets, which would be worth a third or a quarter as much if the company is liquidated. Clubmarket has few real estate properties. The representative said that the proposed trustee had submitted an operating plan to Clubmarket.
Trablissi said that the bank had provided NIS 90 million in credit several weeks ago, and the additional NIS 20 million requested by Clubmarket had been “the straw that broke the camel’s back.”
Alshech ruled that the recovery plan would be submitted to the court within three weeks, and would address the question of the owners’ contribution, among other things. She stressed that without a substantial contribution from the owners, it was doubtful whether the stay of proceedings would be extended.
Published by Globes [online] - www.globes.co.il - on July 13, 2005
Dubi
Still chance to recover
Uh, oh forgot all about it....
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS, DATED APRIL 19, 2000, OF G. WILLI-FOOD INTERNATIONAL LTD. ("REGISTRANT") INCLUDED IN REGISTRANT'S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-11848), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IF FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
The Registrant hereby announces that one of its major customers in Israel, Club Market Chain, the third largest supermarket chain in Israel (the "Customer"), has obtained today from an Israeli court a stay of proceedings which prohibits the Customer's creditors from proceeding with claims against the Customer. The indebtedness of the Customer to the Registrant is approximately NIS 6.5 million (USD 1.4 million). At this point, the Registrant is unable to estimate the effects, if any, on the Registrant's business from such stay of proceedings.
Dubi
(Yikes)
Second quarter much more, due to Kosher sales Pessah,
therefore prima Q2 expected, therefore added WILCF
to average down agressively....
First quarter food exports up 8.2%, imports up 11%
Exports to the US rose 35%, compared with the corresponding quarter, reaching $25 million.
Michal Raveh 13 Jul 05 14:25
Food, beverages and tobacco exports rose by 8.2% in first quarter of 2005, compared with the corresponding quarter of 2004, reaching $171 million, said Manufacturers Association's Food Industries Association chairman Ron Kobrovsky.
Most of the increase was in exports to the US, which were up 35%, compared with the corresponding quarter, reaching $25 million. Exports to the EU rose by only 2.6% to $78 million.
Imports rose by 11% to $290 million. Imports from Europe rose by 16%, and imports from the US fell by 12%.
Domestic foods sales were unchanged at NIS 9.7 billion. Food sales, including beverages and tobacco were NIS 10.4 billion. Employment in the food industry was also stable at 57,000 people.
Published by Globes [online], Israel business news - www.globes.co.il - on July 13, 2005
Dubi
Archiving purposes + ,
Terra(R) Introduces Sweets & Beets and Terra Tapas(TM)
Live Colorfully(R) - A Tradition Continues
7/11/2005 2:47:01 PM
MELVILLE, N.Y., July 11, 2005 /PRNewswire-FirstCall via COMTEX/ -- Defined by a tradition of providing premium quality chips in vibrant natural colors and a variety of fabulous flavors for over 15 years, Terra Chips(R) continues to bring distinction to gourmet snacks with two new items -- Terra Sweets & Beets and the Terra Chefs(TM) line featuring Terra Tapas.
These new offerings join our other fine Terra snacks: Terra Exotic Vegetable Chips(R), Terra Stix(R), Terra(R) Kettle Blends, Terra Blues(R), Terra Red Bliss(R), Terra Yukon Gold(R), Terra Potpourri(R), Terra(R) Taro, Terra(R) Sweet Potato Chips and Terra Frites(R). The Terra family of products is always all natural and cholesterol free, with no artificial colors, flavors, preservatives, and are kosher certified. More importantly, our delicious Terra snacks contain no trans fat or hydrogenated oils. For more information on all of our Terra products, visit http://www.terrachips.com.
Dubi
>>and are kosher certified<<
G. Willi-Food acquires Hispanic food distributor Vitarroz
COO Zwi Williger: This is a great opportunity to expand operations in the fastest growing sector of the US food industry.
Globes correspondent 29 Jun 05 13:20
Food distributor G. Willi-Food International Ltd. (Nasdaq: WILCF) today announced that it has executed definitive agreements regarding the acquisition of Vitarroz Corp., a New Jersey-based distributor of Hispanic food products. The transaction will be an all-cash transaction and non-dilutive to company shareholders. Financial terms of the transaction were not disclosed.
The definitive agreements, executed through a US subsidiary, provide that the company may elect to acquire either a 50% interest in the business of Vitarroz or a 55% interest.
If G. Willi-Food elects to acquire a 50% interest it has an option to acquire an additional 1% interest within 18 months of the closing.
G. Willi-Food chairman and COO Zwi Williger said, "I am pleased to have executed the agreements with Vitarroz after three months of negotiations. The company has a great opportunity to expand its operations in the fastest growing sector of the US food industry, the Hispanic market. Vitarroz has great brand awareness and an excellent reputation for quality and good value. I believe that we can add our management expertise and buying capabilities to Vitarroz. By doing so I believe that we can reduce costs and expand margins through greater efficiencies. We expect to complete our final due diligence with respect to the business in the near future. We anticipate that following the consummation of the transaction the company's pro forma consolidated annual revenues will significantly increase."
Vitarroz president Steve Weinreb said, "In view of our strong brand acceptance and distribution capabilities, we hope to become one of the leading direct-store-delivery distributors of ethnic brands."
Contrary to a previous announcement, Millstone Brands Inc. will not participate in G. Willi-Food's transaction with Vitarroz.
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers.
Published by Globes [online], Israel business news - www.globes.co.il - on Wednesday, June 29, 2005
Dubi
G. Willi-Food International Ltd. Executes Definitive Agreements for the Acquisition of Leading U.S. Ethnic Food Distributor
One of the Leading Distributors in the Hispanic Market Additional Platform for G. Willi Food's Product Line to Expand in U.S. & Canada
6/29/2005 6:00:42 AM
YAVNE, Israel, June 29, 2005 /PRNewswire via COMTEX/ -- G. Willi-Food International Ltd. (WILCF) (the "Company"), one of Israel's leading distributors of kosher food products, today announced that a wholly-owned subsidiary of the Company has executed definitive agreements regarding the acquisition of Vitarroz Corp., a New Jersey-based distributor of Hispanic food products ("Vitarroz"). The transaction will be an all-cash transaction and non-dilutive to Company shareholders.
The definitive agreements provide that the Company may elect to acquire either a fifty percent interest in the business of Vitarroz (the "Business") or a fifty-five percent interest in the Business. Following the closing, the Company has the option for a limited period to require that Vitarroz reacquire the Company's entire interest in the Business in return for the repayment of the full amount invested by the Company. If the Company elects to acquire a fifty percent interest in the Business it has an option to acquire an additional one percent interest in the Business within eighteen months of the closing. Financial terms of the transaction were not disclosed.
Zwi Williger, Chairman and COO of Willi-Food said, "I am pleased to have executed the agreements with Vitarroz after three months of negotiations. The Company has a great opportunity to expand its operations in the fastest growing sector of the U.S. food industry, the Hispanic market. Vitarroz has great brand awareness and an excellent reputation for quality and good value. I believe that we can add our management expertise and buying capabilities to Vitarroz. By doing so I believe that we can reduce costs and expand margins through greater efficiencies. We expect to complete our final due diligence with respect to the Business in the near future. We anticipate that following the consummation of the transaction the Company's pro forma consolidated annual revenues will significantly increase."
Steve Weinreb, President of Vitarroz said "We are looking forward to and are excited with the opportunities for growth as a result of the synergies of both companies. In view of our strong brand acceptance and distribution capabilities, we hope to become one of the leading direct-store-delivery (DSD) distributors of ethnic brands."
The Company previously announced on March 29, 2005 that it had executed a memorandum of agreement with respect to the acquisition of Vitarroz and that it would form a joint venture with Millstone Brands Inc. to invest in the Business. Millstone Brands Inc. will not participate in the Company's transaction with Vitarroz.
Consummation of the transaction is contingent upon the completion of final due diligence, Board of Director approval of the transaction, approval of regulatory bodies (if necessary) and the satisfaction of other customary closing conditions, as well as the satisfactory resolution of any issues that arise during the acquisition process. The closing of the transaction is expected to be on or about August 31, 2005.
As a result there can be no assurance that the transaction will be consummated.
About G. Willi-Food International Ltd.
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
Safe harbor
Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, competition, changing economic conditions and other risk factors detailed in the Company's SEC filings.
Contact:
Gil Hochboim, CFO
+972-8-932-2233
gil@willi-food.co.il
IR Contact:
Sheldon Lutch
Fusion IR & Communications, Inc.
+1-212-268-1816
Sheldon@fusionir.com
SOURCE G. Willi-Food International Ltd (WILCF)
Gil Hochboim, CFO, +972-8-932-2233, gil@willi-food.co.il, IR Contact: Sheldon Lutch,
Fusion IR & Communications, Inc., Tel: +1-212-268-1816, Sheldon@fusionir.com
http://www.marketwatch.com/tools/quotes/newsarticle.asp?guid={7E380267-1D6C-492D-B20E-1AD9D8B4BF68}&...
Dubi
NOTICE IS HEREBY GIVEN that on Wednesday July 20, 2005, at 4:00 p.m. Israeli time, the Annual General Meeting of Shareholders (the "Meeting") of G. Willi-Food International Ltd. (the "Company") will be held at the offices of the Company, 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81224 Israel.
THE MATTERS ON THE AGENDA OF THE MEETING AND THE SUMMARY OF THE PROPOSED RESOLUTIONS ARE AS FOLLOWS:
1. To elect Messrs. Joseph Williger, Zvi Williger and Rachel Bar-Ilan, as Directors of the Company, each to hold office subject to the Company's Articles of Association and the Israeli Companies Law;
2. To re-appoint Deloitte Touche - Brightman, Almagor & Co. CPA (ISR) as the Company's Independent Auditors for the year 2005 to serve until the next annual general meeting of the Company's shareholders, and to authorize the Audit Committee of the Board of Directors to determine their remuneration;
3. To receive and consider the Financial Statements of the Company for the fiscal year ended December 31, 2004 together with the report of the auditors thereon and the report of the Board of Directors for such year;
4. To approve the complete restatement of the Company's Articles of Association in order to comply with the provisions of the Israeli Companies Law, 5759-1999;
5. To approve the elimination of the potential liability to the Company of the Company's Officers, including the Controlling Shareholders (as such terms are defined in the Israeli Companies Law), which could arise from a breach of the duty of care (except in connection with Distribution as such term is defined in the Israeli Companies Law) owed to the Company by such persons in their capacity as Officers, and to approve an irrevocable indemnification of the Officers by the Company with respect to any liability or expense paid for by the officer or that the Officer may be obligated to pay for, with regard to the matters set forth in the certificate attached as Exhibit A hereto;
6. To approve an agreement between the Company and Titanic Food Ltd., an affiliate of the Company, regarding the purchase by the Company from Titanic Food Ltd. of a parcel of real estate on which the Company intends to build a new logistic center, at a price equal to the cost incurred and carrying costs of Titanic Food Ltd.;
7. To approve certain amendments to the Company's Management Service Agreements, which the Company previously entered into with companies which are controlled by Messrs. Zvi Williger and Joseph Williger, respectively, and which are affiliates of the Company; and
8. To transact such other business as may properly come before the Meeting or any adjournment thereof.
A shareholder who wishes to vote at the Meeting but who is unable to attend in person may appoint a representative to attend the Meeting and vote on such shareholder's behalf. In order to do so, such shareholder must execute an instrument of appointment and deposit it at the offices of the Company (or its designated representative) no later than 48 hours before the time appointed for the Meeting.
In addition, whether or not a shareholder plans to attend, a shareholder can insure his vote is represented at the Meeting by promptly completing, signing, dating and returning his proxy (in the form attached) in the enclosed envelope to the offices of the Company or the offices of the Company's transfer agent no later than 48 hours prior to the Meeting.
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The presence of two or more shareholders in person or by proxy representing not less then 40% of the outstanding Ordinary Shares entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting. Under the Company's Articles of Association, if a quorum is not present within one-half hour of the commencement time of the Meeting, the Meeting will be adjourned automatically until one week thereafter at the same time and place, or at any other time and place as the directors may designate and state in a notice to the shareholders. If, within one-half hour after the adjourned Meeting is reconvened, a quorum of two or more shareholders representing at least 40% of the outstanding Ordinary Shares entitled to vote is not present, then the presence of only two shareholders (irrespective of the number of Ordinary Shares they own) will be sufficient to constitute a quorum for all matters to be considered at the Meeting.
The Board of Directors has fixed the close of business on June 15, 2005 as the record date for determination of shareholders entitled to notice of, to attend and to vote at, the Meeting. Only shareholders of record at the close of business on June 15, 2005 (the "Record Date") are entitled to notice of, to attend and to vote at the Meeting. At the close of business on the Record Date, 8,615,000 Ordinary Shares were outstanding and eligible for voting at the Meeting. Each shareholder of record is entitled to one vote for each Ordinary Share held on all matters to come before the Meeting.
The adoption of resolutions 1, 2 and 3 as described hereinabove is contingent upon, in each case, the favorable vote of a simple majority of the Company's shareholders attending and voting at the Meeting.
The adoption of resolution 4 as described hereinabove is contingent upon the favorable vote of at least 75% of all votes properly cast at the Meeting, whether in person or by proxy, without taking into account abstentions.
The adoption of resolution 5 regarding the directors (except Mr. Zvi Williger and Mr. Joseph Williger) is contingent upon the favorable vote of a simple majority of the Company's shareholders attending and voting at the General Meeting of the Company's shareholders.
The adoption of resolution 5 regarding Mr. Zvi Williger and Mr. Joseph Williger and the adoption of resolution 6 and resolution 7 is contingent upon the favorable vote of a simple majority of the Company's shareholders attending and voting at the General Meeting of the Company's shareholders, which majority must include at least one-third of the votes of shareholders who are not considered to be Controlling Shareholders and who vote thereon or, alternatively, the votes against such resolution shall not be more than 1% of the total voting rights of the Company. A "Controlling Shareholder" is defined in the Israeli Companies Law as a shareholder with the ability to control the actions of a company, other than by virtue of his authority as a director and/or officer of the company. A shareholder holding 50% or more of the shares of a company is presumed to be a "Controlling Shareholder" of such company.
The accompanying Proxy Statement contains additional information with respect to the matters on the agenda and certain related matters.
You are cordially invited to attend the Meeting. Whether or not you intend to attend the Meeting, you are urged to promptly complete, date and execute the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Meeting and to vote your Ordinary Shares in person.
Copies of the Company's audited financial statements for the fiscal year ended December 31, 2004 together with the report of the auditors thereon and the complete copy of the proposed resolutions shall be available for public inspection each day from July 6, 2005 until July 13, 2005, between the hours of 9:00 a.m. - 5:00 p.m. at the Company's offices in 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81224 Israel.
By order of the Board of Directors
/S/ Joseph Williger
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Joseph Williger
CHIEF EXECUTIVE OFFICER Dated: Yavne, Israel, June 20, 2005
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G. WILLI-FOOD INTERNATIONAL LTD.
3 NAHAL SNIR STREET, NORTHERN INDUSTRIAL ZONE,
YAVNE 81224 ISRAEL
PROXY STATEMENT
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This proxy statement is furnished to shareholders in connection with the solicitation by the Board of Directors of G. Willi-Food International Ltd. (the "Company") of proxies to be voted at the Annual General Meeting of Shareholders (the "Meeting") of the Company to be held on July 20, 2005 at 4:00 p.m. (local time) at the offices of the Company, 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81224, Israel, and at any adjournment thereof. This proxy statement and the proxies solicited hereby are first being sent or delivered to shareholders on or about June 20, 2005.
GENERAL INFORMATION
All Ordinary Shares of the Company, nominal value NIS 0.1 per share (the "Ordinary Shares"), represented at the Meeting by properly executed proxies received by the Company at its offices or the offices of the Company's transfer agent by 4:00 p.m. (New York City time) at least 48 hours prior to the Meeting and which are not revoked will be voted at the Meeting in accordance with the instructions contained therein. If the person executing or revoking a proxy does so under a power of attorney or other authorization, including authorization by a corporation's board of directors or shareholders, the Company must receive the original or a duly certified copy of the power of attorney or other authorization. A proxy may be revoked by a shareholder at any time prior to its use by voting in person at the Meeting or by executing a later proxy, provided that such later proxy is received within the above-referenced time period, or by submitting a written notice of revocation to the Secretary of the Company at the Company's offices at least one hour prior to the Meeting. If the proxy is signed properly by the shareholder and is not revoked, it will be voted at the Meeting. If a shareholder specifies how the proxy is to be voted, the proxy will be voted in accordance with such specification. Otherwise, the proxy will be voted in favor of each of the matters described herein.
The presence of two or more shareholders in person or by proxy representing not less then 40% of the outstanding Ordinary Shares entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting. Under the Company's Articles of Association, if a quorum is not present within one-half hour of the commencement time of the Meeting, the Meeting will be adjourned automatically until one week thereafter at the same time and place, or at any other time and place as the directors may designate and state in a notice to the shareholders. If, within one-half hour after the adjourned Meeting is reconvened, a quorum of two or more shareholders representing at least 40% of the outstanding Ordinary Shares entitled to vote is not present, then the presence of only two shareholders (irrespective of the number of Ordinary Shares they own) will be sufficient to constitute a quorum for all matters to be considered at the Meeting.
The adoption of resolutions 1, 2 and 3 as described herein is contingent upon, in each case, the favorable vote of a simple majority of the Company's shareholders attending and voting at the Meeting.
The adoption of resolution 4 as described herein is contingent upon the favorable vote of a special majority of at least 75% of all votes properly cast at the Meeting, whether in person or by proxy, without taking into account abstentions.
The adoption of resolution 5 regarding the directors (except Mr. Zvi Williger and Mr. Joseph Williger) is contingent upon, in each case, the favorable vote of a simple majority of the Company's shareholders attending and voting at the General Meeting of the Company's shareholders.
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The adoption of resolution 5 regarding Mr. Zvi Williger and Mr. Joseph Williger and the adoption of resolution 6 and resolution 7 is contingent upon the favorable vote of a simple majority of the Company's shareholders attending and voting at the General Meeting of the Company's shareholders, which majority is to include at least one-third of the votes of shareholders who are not considered to be Controlling Shareholders and who vote thereon or, alternatively, the votes against such resolution shall not be more than 1% of the total voting rights of the Company. A "Controlling Shareholder" is defined in the Israeli Companies Law as a shareholder with the ability to control the actions of a company, other than by virtue of his authority as a director and/or officer of the company. A shareholder holding 50% or more of the shares of a company is presumed to be a "Controlling Shareholder" of such company.
Only shareholders of record at the close of business on June 15, 2005 (the "Record Date") are entitled to notice of, to attend and to vote at the Meeting. At the close of business on the Record Date, 8,615,000 Ordinary Shares were outstanding and eligible for voting at the Meeting. Each shareholder of record is entitled to one vote for each Ordinary Share held on all matters to come before the Meeting.
Copies of the Company's audited financial statements for the fiscal year ended December 31, 2004 together with the report of the auditors thereon and the complete copy of the proposed resolutions will be available at the Meeting as well as each day between July 6, 2005 until July 16, 2005, between the hours of 9:00 a.m. - 5:00 p.m. at the Company's offices in 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81224 Israel.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of June 1, 2005, the number of Ordinary Shares beneficially owned by (i) each shareholder known to the Company to own more than 10% of the Ordinary Shares and (ii) all directors and officers as a group:
NUMBER OF
ORDINARY SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED ORDINARY SHARES
Willi-Food Investments Ltd. (1) 6,241,715 (3) 72.45%
Joseph Williger (1) 6,241,715 (2)(3) 72.45%
Zvi Williger (1) 6,241,715 (2)(3) 72.45%
All directors and officers as a group (2 persons) 6,241,715 (2)(3) 72.45%
(1) Willi-Food Investments Ltd.'s securities are traded on the Tel Aviv Stock Exchange. The principal executive offices of Willi-Food Investments Ltd. are located at 3 Nahal Snir St., Northern Industrial Zone, Yavne, 81224 Israel. The business address of each of Messrs. Joseph Williger and Zvi Williger is c/o the Company, 3 Nahal Snir St., Northern Industrial Zone, Yavne, 81224 Israel.
(2) Includes 6,241,715 Ordinary Shares owned by Willi-Food Investments Ltd. Messrs. Zvi Williger and Joseph Williger serve as directors and executive officers of Willi-Food Investments Ltd. and of the Company. Under Israeli law, Mr. Zvi Williger is deemed to be the controlling shareholder of Willi-Food Investments Ltd. and has the ability to control the Company's management and policies, including matters requiring shareholder approval such as the election of directors. Under Israeli law, Mr. Joseph Williger, who owns approximately 18% of the Ordinary Shares of Willi-Food Investments Ltd., is not deemed to be a group with Mr. Zvi Williger or a controlling shareholder of the Company.
(3) In connection with Willi-Food Investments Ltd.'s second public offering on the Tel Aviv Stock Exchange in October 1997, 1,700,000 of the Ordinary Shares of the Company held by Willi-Food Investments Ltd. have been pledged in favor of The Trust Company of the Invested Bank (Israel) as collateral to secure Willi-Food Investments Ltd.'s obligations and indebtedness to holders of its debentures, which are publicly traded on the Tel Aviv Stock Exchange. These debentures had an aggregate principal amount of NIS 2.8 million (approximately USD 0.6 million) at June 1, 2005.
The Company believes that 2,373,285 Ordinary Shares (approximately 27.55% of its outstanding Ordinary Shares) are held by persons who are not officers, directors or the owners of 10% of the Company's outstanding Ordinary Shares.
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PROPOSAL NO. 1 TO ELECT DIRECTORS
The Board of Directors has proposed that the following persons, all of whom are incumbent directors, are to be elected as directors to serve in such office until the next Annual General Meeting of shareholders, and until their respective successors have been duly elected: (i) Joseph Williger, (ii) Zvi Williger and (iii) Rachel Bar-Ilan. Such nominees are to serve together with Mr. Shai Bazak and Mr. David Weiss, who serve as External Directors (see below) of the Company. Unless authority to do so is withheld, it is intended that proxies solicited by the Board of Directors will be voted for the election of the persons nominated. If any nominee is unable or unwilling to serve, which the Board of Directors does not anticipate, the persons named in the proxy will vote for another person in accordance with their best judgment.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 1.
The following information is supplied by the Board of Directors of the Company with respect to each person nominated and recommended to be elected as director, based upon the records of the Company and information furnished to it by the nominee.
JOSEPH WILLIGER, age 48, has served as the Chief Executive Officer (or general manager) and a Director of the Company since its inception in January 1994.. He has also served as a director of the Company's subsidiaries, W.F.D. Ltd. ("W.F.D.") and Gold - Frost Ltd. ("Gold - Frost"), since November 1996 and April 2001, respectively. Mr. Williger has also served as a director and as chairman of the Board of Willi-Food Investments, the controlling shareholder of the Company, since December 1992 and June 1994, respectively. Mr. Williger served as Director of Titanic Foods Ltd. ("Titanic"), a company he owns together with Mr. Zvi Williger, since April 1990. Mr. Williger received his academic education in economics from Bar Ilan University in Israel in 1983. Mr. Williger is the brother of Zvi Williger, Chief Operating Officer and Chairman of the Board of Directors of the Company.
ZVI WILLIGER, age 50, has served as the Chief Operating Officer and Chairman of the Company since January 1997, and from inception of the Company to January 1997 as a Director and Manager of Marketing Development of the Company. Mr. Williger has also served as a director of the Company's subsidiaries, W.F.D. and Gold Frost, since November 1996 and April 2001, respectively. Mr. Williger has also served as a director of Willi-Food Investments since December 1992. Mr. Williger served as Director of Titanic since April 1990. Mr. Williger attended Fresno University in California. Zvi Williger is the brother of Joseph Williger, Chief Executive Officer and a director of the Company.
RACHEL BAR-ILAN, age 47, has served as Director of the Company since May 2001. Since 1999, Ms. Bar-Ilan managed the marketing and application of medical laboratory instrumentation in medical laboratories of Medtechnica, a company publicly traded on the Tel Aviv Stock Exchange. From 1994 to 1999, Ms. Bar-Ilan worked for Egentec Ltd., where she was in charge of the marketing and application of medical instrumentation in the chemical field. Ms. Bar Ilan received her degree in Medical Science (MSc) from the Technion - Israel Institute of Technology in Haifa, Israel.
EXECUTIVE OFFICER
GIL HOCHBOIM, age 35, has served as Chief Financial Officer of the Company since August 2000. Mr. Hochboim also provides the Company's principle shareholder, Willi-Food Investments Ltd., with certain financial services. Between April 1995 and February 1998, Mr. Hochboim served as Deputy Comptroller of Dan Hotels Corp. Ltd. and between March 1998 and August 2000 he served as deputy manager of Ha'menia Goods Transport Corp. Ltd. Mr. Hochboim is a certified public accountant (Israel). He received his BA in Accounting and Business Management from the College of Management, Tel-Aviv, Israel.
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CORPORATE GOVERNANCE
TERMS OF OFFICE
Directors are elected by the shareholders at the annual general meeting of the shareholders, except in certain cases where directors (who are not External Directors) are appointed by the Board of Directors, and their appointment is later ratified at the first meeting of the shareholders thereafter. Except for External Directors (as discussed below), directors serve until the next annual general meeting.
ALTERNATE DIRECTORS
The Articles of Association of the Company provide that any director may, by written notice to the Company, appoint another person to serve as an alternate director. Under the Israeli Companies Law, the directors of the Company can not appoint an incumbent director or an incumbent alternate director as an alternate director. The term of appointment of an alternate director may be for a specified period, or until notice is given of the termination of the specified period or of the appointment. To the Company's knowledge, no director currently intends to appoint any other person as an alternate director, except if the director is unable to attend a meeting of the Board. A Director on a Board Committee may appoint anyone to be his Alternate subject to the potential alternate not being a member of such committee, and if the appointing Director is an External Director then the alternate must be an External Director having suitable financial and accountancy expertise or professional qualifications, as those of the appointing director. Except for the foregoing regarding the board committee an External Director cannot appoint an alternate director.
AUDIT COMMITTEE
NASDAQ REQUIREMENTS
The Company's Ordinary Shares are listed for quotation on the Nasdaq Small Cap Market and we are subject to the rules of the Nasdaq Small Cap Market applicable to listed companies. Under the current Nasdaq rules, applicable to the Company in July 2005, a listed company is required to have an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. Rachel Bar-Ilan, Shai Bazak and David Weiss qualify as independent directors under the current Nasdaq requirements, and are members of the Audit Committee. The Company is a "Controlled Company" within the meaning of the Nasdaq rules since more than 50% of its voting power is held by Willi-Food Investments Ltd. As a Controlled Company, the Company is exempt from certain Nasdaq independence requirements such as the requirement that a majority of the Board of Directors be independent and the rules relating to independence of directors approving nominations and executive compensation.
The Audit Committee of the Board of Directors assists the board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements and the independence qualifications and performance of our independent auditors. The Audit Committee also has the authority and responsibility to oversee our independent auditors, to recommend for shareholder approval the appointment and, where appropriate, replacement of our independent auditors and to pre-approve audit engagement fees and all permitted non-audit services and fees.
EXTERNAL DIRECTORS UNDER ISRAELI LAWS
Under the Israeli Companies Law, Israeli companies whose securities are publicly traded are required to appoint at least two External Directors (the "External Directors") elected at a general meeting of a company's shareholders by a prescribed majority intended to allow non-affiliates to influence such election. The election of an External Director requires either a simple majority of a company's shareholders attending and voting at the General Meeting, which majority includes at least one-third of the Non-Controlling Shareholders present and voting or that the votes against any External Director are less than 1% of the total voting rights in the Company. A "Controlling Shareholder" is defined in the Israeli Companies Law as a shareholder with the ability to control the actions of the company, whether by majority ownership or otherwise, and for the purpose of transactions with related parties, it may include a shareholder who holds at least 25% of the voting rights in the Company, provided that there is no other person who holds shares that have 50% or more of the voting rights in the Company.
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The Israeli Companies Law details certain standards for the independence of External Directors. They must be unaffiliated with the company on whose board they serve and such company's principals. According to a recently adopted amendment to the Israeli Companies Law, at least one of the External Directors must have suitable financial and accountancy expertise and the rest of the External Directors must have professional qualifications. The professional qualifications and standards are to be determined in regulations, which were not yet been adopted. According to the Israeli Companies Law, the External Directors must be residents of Israel; however according to the Companies Regulations (Relief for Public Companies whose Shares are Registered for Trade Outside of Israel) 5760 - 2000 (the "Relief Regulations"), such requirement does not apply to a Foreign Traded company. If all members of the board of directors of a company are of the same sex, such company must appoint at least one External Director of the opposite sex. The External Directors are entitled to obtain all information relating to such company's management and assets and to receive assistance, in special cases, from outside experts at the expense of the company. The law imposes an obligation on these directors to act to convene a meeting of a company's board of directors upon becoming aware of matters that suggest infringements of law, neglect of good business practice or conduct by an Officer, which may result in a breach of duty of such Officer. An "Officer" is defined in the Israeli Companies Law as a director, managing director, chief business manager, executive vice president, vice president, other manager directly subordinate to the managing director and any other person assuming the responsibilities of any of the foregoing positions without regard to such person's title.
An External Director shall be appointed for a period of three consecutive years and may be re-appointed for one additional three-year period only. Under the Israeli Companies Law, any committee of the board of directors to which the board of directors has delegated its powers in whole or in part, must include at least one External Director, and the audit committee must include all the External Directors.
Mr. Shai Bazak was elected as an External Director in August 2003. Mr. David Weiss was elected as an External Director in August 2004.
The following information is supplied by the Board of Directors of the Company with respect to the persons that were elected as External Directors, based upon the records of the Company and information furnished to it by the External Directors.
SHAI BAZAK, age 37, has served as an external director of the Company since August 2003 and holds an MA in Public Administration. He is a director manager of C.P.M. Israel Investment Company Ltd., an investment company. From 1998 through 2000 he served as the Consul General of Israel to Florida and Puerto Rico. From 1996 through 1998 he was spokesperson and media affairs advisor to the Prime Minister of Israel, Mr. Benjamin Netanyahu. From 1994 through 1996 he was the spokesperson and media advisor to the Likud party chairman.
DAVID WEISS, age 60, has served as an external director of the Company since August 2004. He is a Certified Internal Auditor from the Institute of Internal Auditors (New York) and has served as the General Manager of Retail Initiation Forum Ltd. since 2002, and also as an external director and chairman of the Audit Committee of Kish Air Conditioning Ltd, an Israeli company traded on the Tel Aviv Stock Exchange. From 1989 through 2002, he served as vice president of administration for Club Market Marketing Chains Ltd., a large Israeli supermarket chain. Between 1981 and 1989 he served as deputy internal auditor at Solel Bone Ltd., an Israeli construction company, and between 1970 and 1981 he served in the Israeli port authorities as an internal auditor. Mr. Weiss has also served in the past as a director of Co-Op Tzafon, New-Farm Ltd., Hamashbir Mazon Ltd., Hamashbir Latcharcan Ltd. and April Ltd., Israeli companies engaged in selling food, clothing and pharmaceuticals to consumers. Mr. Weiss received his BA in Accounting from Haifa University, Israel.
Under the Israeli Companies Law, Israeli companies whose securities are publicly traded are also required to appoint an internal auditor, in accordance with the proposal of the Audit Committee. The role of the internal controller is to examine, INTER ALIA, whether the Company's actions comply with the law, integrity and orderly business procedures. In November 1997, the Board of Directors of the Company, in accordance with the proposal of the Company's Audit Committee, appointed Mr. Joshua Freund, CPA (Isr), as internal auditor of the Company.
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APPROVAL OF CERTAIN TRANSACTIONS UNDER THE ISRAELI COMPANIES LAW
In accordance with the Israeli Companies Law and the Company's Articles of Association, the Company has agreed to indemnify and insure its directors and senior officers against certain liabilities, which they may incur in connection with the performance of their duties. Under the terms of such indemnification provisions, the Company may, to the extent permitted by law, indemnify an Officer for legal expenses incurred by him in connection with such indemnification. Since the Israeli Companies Law has changed since the Company agreed to the indemnification, it is necessary to completely restate the Company's Articles of Association to reflect these changes (see proposal No.4 hereinbelow) and to provide for a revised elimination of the potential liability of the Company's officers and a revised indemnification for the Company's officers (see proposal No.5 hereinbelow).
On May 4, 2005, the Board of Directors and the Audit Committee of the Board of Directors approved the complete restatement of the Company's Articles of Association. The complete restatement of the Company's Articles of Association was necessary in order to conform the Company's Articles of Association to the revised provisions of the Israeli Companies Law. The complete restatement of the Company's Articles of Association is available for review on the Company's website at www.willi-food.co.il commencing on July 6, 2005.
On May 4, 2005, the Board of Directors and Audit Committee of the Company voted to approve the elimination of the potential liability to the Company of the Company's Officers, including the Controlling Shareholders (as such terms are defined in the Israeli Companies Law), which could arise from a breach of the duty of care (except in connection with Distribution as such term is defined in the Israeli Companies Law) owed to the Company by such persons in their capacity as Officers, and to approve an irrevocable indemnification of the Officers by the Company with respect to any liability or expense paid for by the Officer or that the Officer may be obligated to pay for, with regard to the matters set forth in the certificate attached as Exhibit A hereto. In light of the changed to the Israeli Companies law, such indemnification provisions are common in Israel. Please refer to Exhibit A for a more complete description of the indemnification and elimination of liability provisions.
The Israeli Companies Law requires disclosure by an Officer or by the Controlling Shareholders of the Company to the Company in the event that an Officer has a direct or indirect personal interest in transactions to which the Company intends to be a party.
The Israeli Companies Law requires that certain transactions, actions and arrangements be approved, in certain cases, by the disinterested members of the audit committee of a company's Board of Directors, and by the disinterested members of the Board of Directors itself. In certain circumstances, approval of the General Meeting of the Company's Shareholders is also required. All of the External Directors must serve on the audit committee. The vote required by the audit committee and the Board of Directors for approval of such matters, in each case, is a majority of the disinterested directors participating in a duly convened meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors held five meetings during the year ended December 31, 2004. Each of the directors, besides Mr. Bazak, attended, in person, 100% of the meetings of the Board of Directors. Mr. Bazak attended, in person, 60% of the meeting of the Board of Directors.
In July 1996 the Board of Directors established an Audit Committee. The Audit Committee currently consists of three members: Rachel Bar-Ilan, Shai Bazak and David Weiss, who is the "audit committee financial expert" as defined by the rules and regulations of the U.S. Securities and Exchange Commission. The Audit Committee held three meetings during the year ended December 31, 2004.
Approval by the audit committee and/or the board is required for such matters as: (i) certain transactions to which the company intends to be a party and in which an Officer, a controlling shareholder and/or certain other parties (including affiliates of the aforementioned) have a direct or indirect personal interest, (ii) actions or arrangements which could otherwise be deemed to constitute a breach by an Officer of his or her fiduciary duty to the company,
(iii) arrangements with directors as to the term of their service, (iv) arrangements with the controlling shareholder or its relatives as to the term of their service and/or employment (v) indemnification and/or exemption and/or insurance of Officers and/or holding such Officers harmless, and (vi) certain transactions defined in the Israeli Companies Law as extraordinary transactions (a transaction which is not in the ordinary course of business or is not at market conditions, or a transaction which is likely to have a material impact on the profitability, property or obligations of the company).
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Arrangements with directors regarding their service (including their indemnification and/or insurance and/or their being exempt), extraordinary transactions between a public company and controlling shareholders, a private placement as a result of which a shareholder becomes a controlling shareholder, or a private placement to a principal shareholder (a holder of 5% or more of a company's issued share capital or voting rights) or due to which a shareholder will become a principal shareholder of at least 20% of the voting rights in the Company before such placement, the consideration for which is not in cash or not in traded securities or not in fair market value and, in certain circumstances, the matters enumerated above, may also require the Audit Committee and/or the Board shareholder approval.
Directors with respect to whom the foregoing matters are brought for Board of Directors or Audit Committee approval are not entitled to be present during discussions of, nor to participate in the vote for approval of, such matters at Board and/or Audit Committee meetings, unless a majority of Audit Committee or Board members, as the case may be, have a personal interest in such matter or the matter involves non-extraordinary transactions between the company and either a Director or a third party in which a Director has a personal interest. The Companies Law further provides that in the event that a majority of board members have a personal interest in such a matter, it also requires shareholder approval.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
ALLOCATION OF MANAGEMENT TIME AND INTERESTS
As of April 1, 1997, the Company and Willi-Food Investments Ltd. entered into an agreement pertaining to the allocation of corporate opportunities, which may arise from time to time. The agreement provides that Willi-Food Investments will make available and provide a right of first refusal to the Company with regard to any corporate opportunity offered to Willi-Food Investments Ltd. which relates to the food business.
On March 31, 2003, the Board of Directors of the Company authorized Willi-Food Investments Ltd. to participate in an import license lottery, provided that Willi-Food Investments Ltd. agrees that if it wins an import license it will: (i) coordinate with the Company the items of merchandise to be imported using the import license; (ii) in consideration for the transfer of the merchandise that is imported using the import license, the Company will sell the merchandise, retaining 20% of the selling price for itself and transferring the balance, if any, to Willi-Food Investments Ltd. In 2004, the amount retained by the Company pursuant to this arrangement was NIS 453.2 thousand (USD 105.2 thousand). The Board of Directors of the Company determent that the said arrangement is not an extraordinary transaction.
Mr. Joseph Williger serves as the chairman of the Board of Directors of Willi-Food Investments Ltd. and Mr. Zvi Williger serves as a director and a general manager of Willi-Food Investments Ltd. Messrs. Joseph Williger and Zvi Williger own, through companies under their control, approximately 18% and 40% of Willi-Food Investments Ltd., respectively. Willi-Food Investments Ltd. is the controlling shareholder of the Company (see "Security Ownership of Certain Beneficial Owners").
MANAGEMENT SERVICE AGREEMENTS
As of June 1, 1998, the Company entered into certain management services agreements with certain companies controlled by each of Messrs. Joseph and Zvi Williger, respectively (collectively, the "Williger Management Companies"), pursuant to which Messrs. Joseph and Zvi Williger are to provide management services on behalf of the Williger Management Companies to the Company (the "Management Services Agreements").
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The Management Services Agreements were for a period of four years commencing on June 1, 1998 (the "Management Services Period"), were automatically renewed on June 1, 2002 for two years and were automatically renewed for an additional period of two years in June 2004. The Company had the ability to terminate the Management Services Agreements only upon 6 months notice prior to the end of the Management Services Period or any extension thereof, as the case may be. In the event the Company would have terminated any of the Management Services Agreements prior to the expiration of the Management Services Period or any extension thereof, for any reason whatsoever, it would have been obligated to pay all amounts due under the respective Management Services Agreements through the expiration of the Management Services Period or any extension thereof, as the case may be.
Each of the Management Services Agreements provides for monthly services fees equal to USD 24,500 (excluding VAT) and an annual bonus at a rate of 3% of the Company's pre-tax annual profits, if such profits are equal to or less than NIS 3.0 million (approximately USD 0.7 million), or at a rate of 5% if such profits exceed such level. In the year ended December 31, 2004, the Company paid an amount of NIS 4.5 million (approximately USD 1.05 million) pursuant to the Management Services Agreements. The Management Services Agreements further provide that benefits in general, including the social benefits of Messrs. Joseph or Zvi Williger, and income tax payments, national insurance payments and other payments due by employees in respect of their employment, are to be paid for at the sole expense of the Williger Management Companies. The Williger Management Companies have undertaken to indemnify the Company with respect to any claims against the Company with respect to employer/employee relations. In addition, each of the Management Services Agreements includes confidentiality and non-competition provisions for the duration of the Management Services Period.
On May 4, 2005 the Audit Committee and the Board of Directors decided to amend the Management Services Agreements, which the Company previously entered into with the Williger Management Companies. Mr. Zvi Williger is Chairman of the Board and COO of the Company and is considered, for purpose of article 268 of the Israeli Companies Act 5759-1999 as the controlling shareholder of the Company. Mr. Joseph Williger is a director and CEO of the Company, and is an interested party in the Company and brother of Mr. Zvi Williger.
The amendments were approved unanimously by the Audit Committee and the Board of Directors and Messrs. Zvi Williger and Joseph Williger did not participate in the meetings of the Audit Committee and the Board of Directors. The negotiations between the Company and Messrs. Zvi Williger and Joseph Williger regarding the provisions to be amended in the Management Services Agreements were conducted on behalf of the Company by Mr. David Weiss (serving as an external director of the Company) and Ms. Rachel Bar Ilan (serving as an External Director of the Company), and by Mr. Eli Erlich and Ms. Sigal Greenbaum (serving as External Directors of Willi-Food Investments Ltd.) and Mr. Shlomo Kleinman (serving as a Director for Willi-Food Investments Ltd.).
The Management Services Agreements were amended as follows:
(a) The term of the Management Services Agreements were extended indefinitely, subject to clauses (b), (e) and (f) below.
(b) Each of the parties to the Management Services Agreements may terminate the agreement at any time, and for any reason, by prior written notice which will be delivered to the other party as follows:
o The Company may terminate the agreement at any time, and for any reason, by prior written notice of at least 18 months.
o The Williger Management Company may terminate the agreement at any time, by prior written notice of at least 180 days.
(c) The Company may waive receiving actual management services from the Williger Management Company during the prior notice period, but this will not eliminate its obligation to continue paying the Williger Management Company the management fees owed to the Williger Management Company until the termination of the prior notice period.
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(d) If it is a Williger Management Company which terminated the Management Services Agreement, the Williger Management Company will be entitled to receive the management fees for a period of six (6) months, which shall begin after the prior notice period, whether or not it provides the Company with any management services during that 6-month period.
(e) In the event the Williger Management Company provides the management services to the Company without the presence of Messrs. Zvi Williger or Joseph Williger, as the case may be, and/or in the case of the death and/or permanent disability of Messrs. Zvi Williger or Joseph Williger, the Company will be entitled to terminate the Management Services Agreement immediately.
(f) Both Messrs. Zvi Williger and Joseph Williger have agreed with the Company that if a liquidation order or receivership order is issued against a Williger Management Company which prevents the Williger Management Company from continuing to provide the management services according to the Management Services Agreement, they will immediately commence working for the Company in return for pay and social benefits costing the Company the same amount as the monthly management fees that the Company paid the management company to that date, or alternatively, at their sole discretion, shall begin providing the Company with management services via another company owned and controlled by them under the conditions of the Management Services Agreement.
(g) In addition, the Management Services Agreements contain provisions regarding the Company providing vehicles for the use of Messrs. Zvi Williger and Joseph Williger, and regarding full reimbursement (of an unlimited sum) of expenses incurred by Messrs. Zvi Williger and Joseph Williger while providing the management services to the Company, including reasonable lodging and travel expenses in Israel and abroad, phone expenses in their home and mobile phone expenses, including calls abroad related to providing the management services to the Company, subject to providing receipts.
(h) Messrs. Zvi Williger and Joseph Williger were previously employees of the Company and were, according to their original employment contracts, entitled to the abovementioned benefits that are now accorded to the Williger Management Companies. Furthermore, in 1998 the Audit Committee, the Board of Directors and the General Meeting of the Shareholders of the Company authorized changes in the terms of employment of Messrs. Zvi Williger and Joseph Williger such that they ceased being employees of the Company and began providing management services to the Company via their management companies in return for receiving management fees equal to the cost of employing them by the Company prior to the change. However, an error occurred in the Management Services Agreements and the provisions detailed above in subsection (g) were omitted from it, but these benefits were not taken into account when calculating the cost to the Company of employing Messrs. Zvi Williger and Joseph Williger prior to the abovementioned change, and therefore were not included in the management fees to which their management companies were entitled according to the Management Services Agreement. Despite the omission from the Management Services Agreement, the Company continued, in practice, to provide Messrs. Zvi Williger and Joseph Williger with vehicles for their use and reimburse them for their expenses according to subsection (g) above.
In August 2000, the Company entered into an employment agreement with Mr. Gil Hochboim, pursuant to which Mr. Hochboim has agreed to serve as the Chief Financial Officer of the Company. The agreement provides for a monthly salary of NIS 22,000 (approximately USD 5,100). In addition to this salary, Mr. Hochboim also receives the benefits customarily provided by the Company to its senior employees, including bonuses and the use of a vehicle.
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SERVICES TO WILLI-FOOD INVESTMENTS LTD.
The Company has been providing certain services to Willi-Food Investments Ltd. on an on-going basis since the Company's commencement of operations, including office space and certain management, financial and administrative services. On April 1, 1997, the Company entered into a service agreement with Willi-Food Investments, which become effective as of May 19, 1997, the effective date of the Company's initial public offering. Pursuant to this agreement, Willi-Food Investments Ltd. is entitled to manage its operations from the Company's executive offices in Yavne, including use of office facilities.
The Company also agreed to provide Willi-Food Investments Ltd. with accounting and secretarial services. In consideration for the use of the Company's facilities and such other services, Willi-Food Investments Ltd. agreed to pay the Company a monthly fee equal to NIS 5,350 (USD 1,242), plus VAT. This fee is payable quarterly and is linked to the Israeli Consumer Price Index. The agreement is for an unlimited term, mutually terminable upon three months prior notice. The Company believes that the fees for these services and the terms of such agreement are no less favorable to it than could be obtained from an unaffiliated third party.
GUARANTEES AND PLEDGES
The Company guarantees, without limitation as to amount and for an unlimited period of time, the obligations of its wholly-owned subsidiary, W.F.D., to the United Mizrahi Bank Ltd. As of December 31, 2004, W.F.D. had no obligations to United Mizrahi Bank Ltd.
The Company also guarantees, without limitation as to amount and for an unlimited period of time, the obligations of its wholly-owned subsidiary, Gold Frost, both to bank Leumi Le'Israel Ltd. and to the United Mizrahi Bank Ltd. As of December 31, 2004, Gold Frost had no obligations to such banks.
Pursuant to a debenture issued to each of Bank Leumi Le'Israel, Bank Mizrahi Ltd. and Bank Hapoalim Ltd., the Company has pledged all of its assets (including its outstanding share capital and good will of the Company) in favor of such banks to secure the Company's obligations or those obligations incurred by the Company jointly with third parties, including obligations with respect to letters of credit with the Company's suppliers. Bank Leumi Le'Israel, Bank Mizrahi Ltd. and Bank Hapoalim Ltd. have agreed among them that their security interests in the Company's assets under such debentures shall rank PARI PASSU.
FACILITIES
The Company's principal executive offices are situated at a leased facility in the northern industrial zone of Yavne, at 3 Nahal Snir St., Northern Industrial Zone, Israel, 35 km south of Tel-Aviv. These premises serve as the Company's logistic center for the warehousing and distribution of food products. The Yavne facility is leased by the Company from Titanic Food Ltd., a private Israeli company controlled by Messrs. Joseph Williger, the Company's Chief Executive Officer and a director, and Zvi Williger, the Company's Chief Operating Officer and Chairman of the Board (the "Current Lease"). The Current Lease, which was for a period of two years expiring on January 14, 2001, was extended three times, for an additional period of six years, until January 14, 2007. This facility, a four-story building plus a basement, consists of approximately 5,387 square meters (approximately 48,500 square feet). The monthly rental fee (excluding VAT) for this facility is USD 35,886. The rent is payable in advance on a quarterly basis. The Company believes that the terms of the Current Lease are no less favorable to it than could be obtained from an unaffiliated third party
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The Board of Directors and the Audit Committee of the Board of Directors of the Company approved on March 29, 2004 an engagement with Titanic Food Ltd. regarding an eight-year lease, divided into two terms of four years each, plus two option terms of four years each on an alternative facility (the "Proposed Lease"). According to this agreement, the Company will rent a facility from Titanic Food Ltd., which will replace the present leased facility and the need for the warehouse in Ashdod As discussed below, in light of the decision to purchase the parcel of real estate from Titanic Food Ltd. instead of leasing it, the Company decided to cancel the Proposed Lease.
On May 25, 2005 the Board of Directors and the Audit Committee of the Board of Directors of the Company approved an agreement with Titanic Food Ltd., an affiliate of the Company ("Titanic"), regarding the purchase by the Company from Titanic of a parcel of real estate; 18.5 square kilometers situated in the northern industrial zone of Yavne, on which the Company intends to build a new logistic center on about 8,600 square meters. Titanic is a company solely owned by Messrs. Zvi Williger and Joseph Williger. The new logistic center will replace the Company's current logistic center (which the Company rents from Titanic), and will spare the Company the expense of using storage services in warehouses far from the current logistic center. Furthermore, the new logistics center should better suit the Company's operational needs.
It should be pointed out that while completing the construction of the new logistics center (not yet begun), the Company is to move out of the present logistics center and return it to Titanic. The Current Lease for the present logistics center ends in January 2007. It is expected to take a year and a half to build the new logistics center. If constructing the new logistics center ends before the end of the Current Lease of the present logistics center, Titanic has agreed to shorten the Current Lease term of the present logistics center accordingly, without receiving any recompense for shortening the Current Lease term, if it is indeed shortened. Alternatively, if the construction of the new logistics center ends after the termination of the Current Lease for the present logistics center, Titanic has agreed that the Current Lease will be extended until the completion of the construction of the new logistics center and under the same terms the present logistics center is being rented today ($35,886 a month).
In connection with the purchase of the parcel of real estate, the Company will pay Titanic the costs which Titanic has had so far regarding the parcel of real estate, which consist of the cost of purchasing the rights for the parcel of real estate from the Israel Land Administration, payments to Industrial Buildings Ltd. for development and other expenses incurred in planning the new logistic center. In addition to the abovementioned costs the Company will pay Titanic interest on its costs at the prime rate (as defined by the Bank of Israel - now 5% annually), which will be calculated from the date of each expense incurred by Titanic. Accordingly, Titanic will not profit from the transaction, and only its costs already incurred and carrying costs shall be paid to it by the Company. It has also been agreed by Titanic and the Company that all expected expenses for completing the planning of the contemplated development up to the date of the Company's annual meeting of shareholders will be incurred by the Company. If such expenses are not authorized by the shareholders as mentioned above, Titanic shall reimburse the Company for these expenses.
It is estimated that the Company shall pay Titanic approximately NIS 10,305,000 (about USD 2,300,000) (the "Price to Titanic") with interest at the prime rate until date of actual payment. The Company estimates that the costs of constructing the logistic center's building, apart from the Price to Titanic and apart from purchasing designated equipment, should amount to about USD 5,400,000.
Messrs. Zvi Williger and Joseph Williger did not participate in the meetings of the Audit Committee and the Board of Directors regarding this transaction. The negotiations between the Company and Titanic were conducted for the Company by Mr. David Weiss (serving as an External Director of the Company) and Ms. Rachel Bar Ilan (serving as an External Director of the Company), and by Mr. Eli Erlich (serving as External Directors of Willi-Food Investments Ltd.) and Mr. Shlomo Kleinman (serving as a Director of Willi-Food Investments Ltd.).
The Audit Committee and Board of Directors' reasons for authorizing the purchase of the parcel of real estate were as follows:
A. The Company's current logistic center does not suit the Company's operational needs, as it is too small to contain the entire inventory of the Company. The Company must, therefore, currently spend large sums every month on storage services in warehouses situated far from its current logistic center and incur the expense of transportation from these warehouses to the current logistic center.
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B. Therefore, the Company requires a new logistics center, which will fulfill its future needs, will better fit its operational needs and will enable it to better develop it business.
C. The expected depreciation costs for constructing the new building (about USD 130,000 annually) will constitute significant savings in comparison to the current annual costs for rent, storage and transport for the Company (about USD 850,000).
D. The Company has the funds necessary for purchasing the parcel of real estate and constructing the logistic center without the need for external funds. Presently, the Company invests its excess cash flows in conservative financial investments yielding a significantly lower yield than the expected savings on rent and storage expenses.
E. The purchase of the parcel of real estate and the construction of the new logistics center will increase the Company's fixed assets and ensure greater stability and continuation compared with a situation in which it rents the current logistics center by lease, more so since the Current Lease for the current logistics center ends in January 2007.
F. The Price to Titanic reflects Titanic's costs plus interest at the prime rate. The Price to Titanic is also lower than the appraised value of the parcel, which is USD 2,400,000, according to an appraiser's opinion, dated April 19, 2005, presented before the Audit Committee and the Board of Directors. The appraiser's opinion was written by Mr. Ilan Baram, a licensed Land Valuer in Israel.
PROPOSAL NO. 2 TO RE-APPOINT INDEPENDENT AUDITORS
At the Meeting, the shareholders will be asked to reappoint Deloitte & Touche - Brightman, Almagor & Co. CPA (ISR), Independent Accountants, ("Almagor") as independent auditors of the Company to serve until the annual general meeting of the Company's shareholders for the year 2005, and to authorize the Audit Committee of the Board of Directors to determine their remuneration. A representative of Almagor will attend the Meeting and will respond to appropriate questions. Almagor served as the Company's independent auditors for the year ended December 31, 2004.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 2.
PROPOSAL NO. 3 TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS OF THE COMPANY, AUDITORS' REPORT AND DIRECTORS' REPORT
The Company will distribute at the Meeting the Financial Statements, the Auditors' Report and the Directors' Report for the fiscal year ended December 31, 2004, and present the Company shareholders with certain highlights thereof.
It is proposed that the Auditors' Report, the Financial Statements and the Directors' Report for the fiscal year 2004 that have been presented at the Meeting be received and considered by the Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 3.
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PROPOSAL NO. 4 TO APPROVE THE COMPLETE RESTATEMENT OF THE COMPANY'S ARTICLES
OF ASSOCIATION
At the Meeting, the shareholders will be asked to approve the complete restatement of the Company's Articles of Association in order to comply with the provisions of the Israeli Companies Law, 5759-1999. For a more detailed discussion regarding this proposal, please see the Section entitled Approval of Certain Transactions under the Israeli Companies Law above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 4.
PROPOSAL NO. 5 TO APPROVE THE INDEMNIFICATION OF AND ELIMINATION OF LIABILITY
FOR OFFICERS OF THE COMPANY
At the Meeting, the Shareholders will be asked to approve the elimination of the potential liability to the Company of the Company's officers, including the Controlling Shareholders (as such terms are defined in the Israeli Companies Law), which could arise from a breach of the duty of care (except in connection with Distribution as such term is defined in the Israeli Companies Law) owed to the Company by such persons in their capacity as Officers, and to approve an irrevocable indemnification of the Officers by the Company with respect to any liability or expense paid for by the Officer or that the Officer may be obligated to pay for, with regard to the matters set forth in the certificate attached as Exhibit A hereto For a more detailed discussion regarding this proposal, please see the Section entitled Approval of Certain Transactions under the Israeli Companies Law above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 5.
PROPOSAL NO. 6 TO APPROVE THE PURCHASE OF A PARCEL OF REAL PROPERTY FROM TITANIC FOOD LTD., AN AFFILIATE OF THE COMPANY
At the Meeting, the Shareholders will be asked to approve an agreement with Titanic Food Ltd., an affiliate of the Company, regarding the purchase by the Company from Titanic Food Ltd. of a parcel of real estate on which the Company intends to build a new logistic center, at a price equal to the cost incurred and carrying costs of Titanic Food Ltd. For a more detailed discussion regarding this proposal, please see the Section entitled Interest of Management in Certain Transactions-Facilities above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 6.
PROPOSAL NO. 7 TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S MANAGEMENT
SERVICE AGREEMENTS
At the Meeting, the Shareholders will be asked to approve certain amendments to the Company's Management Service Agreements, which the Company previously entered into with companies which are controlled by Messrs. Zvi Williger and Joseph Williger and which are affiliates of the Company. For a more detailed discussion regarding this proposal, please see the Section entitled Interest of Management in Certain Transactions-Management Service Agreements above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR PROPOSAL NO. 7.
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INFORMATION ABOUT THE COMPANY
Copies of the Company's audited financial statements for the fiscal year ended December 31, 2004 together with the report of the auditors thereon and the complete copy of the proposed resolutions shall be available for public inspection each day between July 6, 2005 until July 13, 2005, between the hours of 9:00 a.m. - 5:00 p.m. at the Company's offices in 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81224 Israel.
A copy of the Company's Financial Statements for the year ended December 31, 2004 together with the report of the auditors thereon, will be available upon request by writing to Mr. Gil Hochboim, G. Willi-Food International Ltd., 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81224 Israel.
OTHER MATTERS
The Board of Directors knows of no other matters to come before the meeting other than the matters referred to in the Notice of Meeting of Shareholders. However, if any other matters which are not now known to the Board should properly come before the Meeting, the proxy will be voted upon such matters in accordance with the best judgment of the person voting the proxy.
Dated: June 20, 2005 By Order of the Board of Directors
JOSEPH WILLIGER, CHIEF EXECUTIVE OFFICER
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EXHIBIT A
CERTIFICATE
1. In this certificate the following terms will bear the meanings assigned to them as follows:
"Executive" - as defined in the Israeli Companies Law, 5759-1999 (from here on "the Law").
"Action" - including a decision and/or an omission and/or any implied derivative thereof or any other derivative thereof including your actions before the date of this certificate while you served as an executive at G. Willi Food International Ltd. (the "Company") and/or at its subsidiaries (from here on "the Subsidiaries").
2. In accordance with the resolution of the Audit Committee from May 4, 2005 and the resolution of the Board of Directors from May 4, 2005, which were authorized by the annual meeting of shareholders on July 20, 2005, the Company respectfully informs you that according to article 259 of the Law and article 45.4 of its Articles of Association, the Company hereby exempts you in advance from any responsibility towards it for damage caused and/or that will be caused to it if caused and/or will be caused due to breach of your duty of care towards it in the course of your actions (apart from a Distribution) in good faith performed as an executive with the Company and/or at the Company's request as an executive with the Subsidiaries.
3. In accordance with the resolution of the Audit Committee from May 4, 2005 and the resolution of the Board of Directors from May 4, 2005, which were authorized by the annual meeting of shareholders on July 20, 2005, the Company respectfully informs you that according to article 260 of the Law and article 45 of its Articles of Association, the Company hereby irrevocably pledges to indemnify you, subject to any law, for any liability or expense, as detailed below, which will be imposed upon you and/or which have been set upon you and/or which you will incur due to actions you will do/have done in the course of being an executive at the Company and/or at the Company's request, at the Subsidiaries, and this indemnification shall relate to the events mentioned in the addendum to this certificate or anything to do with them, directly or indirectly. The following are the liabilities and expenses:
3.1 A monetary liability imposed upon you in favor of another person by court judgment, including a judgment as a result of settlement or an arbitrator's decision approved by a court, providing that the highest sum of indemnification does not exceed the sum detailed in article 4 below.
3.2 Reasonable litigation costs, including legal fees, which you have incurred due to an investigation or a proceeding against you by an authority authorized to conduct an investigation or proceeding, and which did not result in a criminal indictment against you, but in imposing a monetary obligation instead of criminal proceedings in an offence which does not require proof of mens rea. In this clause the phrases "proceeding against you by an authority authorized to conduct an investigation or proceeding, and which did not result in a criminal indictment against you" and "monetary obligation instead of criminal proceedings" shall be interpreted in accordance with article 260(a)(1 a) of the Law, as the same may be amended from time to time.
3.3 Reasonable litigation costs, including legal fees, which you will incur or be ordered to pay by a court of law, in proceedings instigated against you by the Company or any of the Subsidiaries or on their behalf or by another person in a criminal proceeding in which you are found not guilty.
In this article 3, "another person" shall include a claim filed against an executive by way of a derivative claim.
4. Despite the abovementioned in article 3, the Company's pledge to indemnify you is dependent and limited on these:
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4.1 The total and cumulative sum for which the Company will be liable according to article 3, together with the indemnification sums resulting from the cause which is the object of article 3 according to the other indemnification certificates awarded and/or will be awarded for this matter to executives of the Company and to Company employees serving or who shall serve at the Company's request as executives in other companies (in addition to sums received from insurance companies, if received, as part of insurance for executives which the Company has purchased, from here on "the Insurance") for all the executives of the Company, for one or more of the events detailed in the addendum to this certificate, will not exceed a sum equal to 25% of the Company's equity according to the last financial statements audited prior to the time of indemnification. In order to remove doubt, it is made clear that the Maximal Indemnification Sum according to this certificate will apply beyond any sum paid, if and to the extent paid, by insurance and/or indemnification by anyone else apart from the Company.
4.2 If and to the extent that the total sum of the indemnification fees that the Company is required to pay due to the cause which is the subject of article 3 exceeds the Maximal Indemnification Sum or the remainder of the Maximal Indemnification Sum (which exists at that time), the Maximal Indemnification Sum, or its remainder as the case may be, will be divided among the executives entitled to indemnification, so as the indemnification sum each of the executives will actually receive shall be calculated according to the ratio between the indemnification sum due to each of the executives and the cumulative indemnification sum due to all the executives.
4.3 In the event of an incident which may entitle you to indemnification according to the above, the Company shall supply you from time to time with the necessary funds required for covering the expenses and other different payments concerning that legal matter, including for investigation proceedings, so that you are not required to pay or fund them yourself, subject to the conditions and stipulations of this indemnification certificate.
5. The commitment to indemnification as in articles 3 and 4 above is dependent on all of the following conditions:
5.1 You will notify the Company of every legal proceeding (from here on "Proceeding") brought against you, regarding any incident which may activate the indemnification and of every fear or threat that a Proceeding will be brought against you, and this with due haste after it has first become known to you, and will immediately pass on to the Company, or to whom the Company directs you, any document handed to you regarding the Proceeding.
5.2 Subject to not being contradictory to the insurance terms, the Company shall be entitled to take upon itself the assignment of your defense at the Proceeding and/or commission any attorney the Company chooses for this purpose the said assignment, apart from an attorney not acceptable to you for reasonable reasons, this while fulfilling all of the following reservations:
A.The Company shall state within 45 days from receiving the notice as said in article 5.1 above and/or a shorter period (if necessary for submitting a plea of defense or your response to the Proceeding) that it will indemnify the holder of the certificate of indemnification according to that certificate;
B. The legal Proceeding against the bearer of the certificate of indemnification shall include only a claim for monetary damages. The Company and/or the said attorney will be entitled to act on this assignment on their sole discretion and bring the said Proceeding to an end; the said appointed attorney will act and owe allegiance to the Company and to you. If a conflict of interests between you and the Company arises, the lawyer shall declare so, and you shall be entitled to hire an attorney on your behalf, and the articles of this certificate of indemnification shall pertain to expenses you shall have for the said assignment. If the Company chooses to compromise on a monetary obligation or have the matter decided on by way of arbitration on a monetary obligation, it shall be entitled to do so, providing the suit against you or the threat of a suite against you is fully removed as said in article 5.1 above. At the Company's request, you shall sign any document authorizing it and/or any said attorney to handle your defense on your behalf in that Proceeding and represent you in all related respects, according to the abovementioned.
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5.3 You shall cooperate with the Company and/or with any said attorney in any reasonable way required from you by any of them in connection with their assignment of the Proceeding, providing the Company covers all of your related expenses so that you are not required to pay or fund them yourself, all subject to the content of article 4 above.
5.4 Whether the Company acts in accordance with the content of article 5.2 above or not, it will see to covering all the expenses and other different payments mentioned in article 3, so that you are not required to pay or fund them yourself, and this not detracting from the indemnification provided to you according to the content of this certificate, all subject to the content of article 4.
5.5 Your indemnification regarding any legal proceeding against you, as specified in this certificate, will not take effect regarding any sum due from you as a result of a compromise or arbitration, unless the Company agrees in writing to that compromise or to performing the arbitration, as the case may be. The Company shall not refuse that compromise or performing the arbitration, as the case may be, for unreasonable reasons.
5.6 The Company shall not be required to pay according to this certificate funds actually paid to you or for you or instead of you in any way through insurance (which the Company purchased) or any pledge for indemnification on anyone's behalf apart from the Company. In order to remove doubt it is made clear that the indemnification fee according to this certificate will apply beyond (and in addition to) any sum paid (if and to the extent paid) by said insurance and/or indemnification.
5.7 Upon your request for payment in connection with any incident according to this certificate, the Company shall perform all necessary actions required by law for the payment, and will work towards arranging any permit required for it, if required, including a court authorization, if and to the extent required.
6. The Company's commitments according to this certificate shall remain in your favor after the termination of your office with the Company as well, providing that the activities for which the indemnification pledge is given were done and/or will be done during your term of office as an executive with the Company or with any of the Subsidiaries.
7. In the event that the Company pays you or instead of you any sums according to this certificate regarding a Proceeding, and it later on turns out that you are not entitled to indemnification from the Company for those sums, these sums shall be viewed as a loan given to you by the Company, which shall be linked to the consumers' price index, and you shall be obligated to return these sums to the Company upon written demand from it to do so, and according to an installment arrangement the Company sets.
8. The Company's obligations according to this certificate of indemnification shall be interpreted widely and in a way aimed at fulfilling them, as permissible legally, for the purpose they were meant. In the event of a contradiction between any provision of this certificate of indemnification and a legal stipulation which cannot be waived, amended or added to, the legal stipulation shall prevail, however this shall not harm or detract from the validity of the other provisions of this certificate of indemnification.
9. The addendum to this certificate of indemnification constitutes an inseparable part of it.
Respectfully,
G. Willi-Food International Ltd.
I hereby confirm receipt of this certificate and certify my consent to its terms.
Full name: _________________________________
Signature: _________________________________
- 17 -
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Addendum: Types of Events Referenced in Article 3 above
These addenda are an inseparable part of the attached Certificate.
1. Offer, issuing and self purchase of stock by the Company or by a subsidiary or by a related company (from here on "the Company") or by a shareholder in the Company including, but without detracting from the generality of the above, offering stock to the public by prospectus or another way, a private offer, or offering stock in any other way.
2. An event occurring due to the Company being a public company or from its shares being offered to the public or from its shares being sold on the stock exchange or that its shares sold on Nasdaq.
3. Events connected with the Company's investing in certain corporations, before, during and after performing the investment, during the contact, the signature, development and follow up, including activities done on behalf of the Company as director, executive, employee or observer at the Board of Directors at the corporation in which the investment is performed and including in connection with selling the said investment.
4. A transaction as defined in article 1 of the Act including transferring, selling or purchase of assets or liabilities, including stock or right or receipt of rights in each, including a purchase offer of any kind or merger of the Company with another entity, and also other transactions in stock issued by the Company, all whether the Company is party or not party to it.
5. An action connected to issuing licenses and permits, including, but not detracting from the generality of the above, permits and/or exemptions regarding antitrust and/or import licenses.
6. Actions related directly or indirectly to employer-employee relations in the Company, including concerning terms of employment, promotion of employees, dealing with pension arrangements, insurance and savings funds, awarding stock and other benefits.
7. Actions related directly or indirectly to the Company's trade relations, including external contractors, agents, clients, suppliers and service providers, including but without detracting from the generality of the above, concerning awarding or receiving credit.
8. Actions relating to reports or notifications presented by law by the Company and/or by companies controlled by the Company, including but not detracting from the generality of the above, the Companies Act or the Stock Law including bylaws enacted in accordance with them, or according to rules or regulations customary at the stock exchange and or in another organized exchange in Israel or abroad according to the tax laws applicable to the Company.
9. Any claim or demand submitted by a third party suffering from physical injury or damage to a business or a personal asset including the loss of use of it during any action or omission attributed to the Company, or to its employees, agents or other people working or claiming to work on behalf of the Company.
10. Transferring information required or permitted by law to be transferred to companies with interest in the Company.
11. Actions in connection with voting rights in held companies.
12. Any action resulting in not arranging proper insurance policies.
13. Actions connected with submitting tender offers and/or franchises and/or licenses of any kind and sort.
ATTACH IND. CERT. AS EXHIBIT A TO PROXY STATEMENT
- 18 -
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G. WILLI-FOOD INTERNATIONAL LTD.
THIS PROXY IS SOLICITED FROM HOLDERS OF THE ORDINARY SHARES
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of G. WILLI-FOOD INTERNATIONAL LTD. (the "Company") does hereby appoint Messrs. Joseph Williger and Zvi Williger and each of them severally, each with full power of substitution and revocation, to vote all of the Ordinary Shares of the Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on July 20, 2005, and at any adjournment thereof, upon:
1. Election of Messrs. Joseph Williger, Zvi Williger and Rachel Bar-Ilan, as Directors of the Company, each to hold office subject to the Company's Articles of Association and the Israeli Companies Law.
http://edgar.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=3756738&Type=HTML
Dubi
G. Willi-Food Introduces Two New Product Groups Targeting Health-Conscious Consumers of Low Fat and No Cholesterol Products
Tuesday June 14, 4:00 pm ET
Goal is to Acquire 20% Market Share
YAVNE, Israel, June 14 /PRNewswire-FirstCall/ -- G. Willi-Food International Ltd. ("Willi-Food" or the "Company") (Nasdaq: WILCF - News) a leading importer of ethnic and processed food products today announced the launching in the Israeli market of two new food categories: breakfast cereals and margarine targeting the health-conscious consumer.
Willi-Food recently introduced to the Israeli market three types of breakfast cereals produced by the Hahne company in Germany, one of the leading producers in Europe of breakfast cereals. The products are: FRUTI FLAKES - an innovative item first produced in the Israeli market which are cornflakes coated with sugar and strawberries; WELLANCE, which are cornflakes for health-conscious people and others that are on a diet; and CORNFLAKES, which are cornflakes with 7 vitamins, low fat and no cholesterol, with no artificial preservatives or colorings.
Willi-Food has also brought to market two types of margarine with reduced trans fatty acids and with no cholesterol for spreading, cooking, frying and baking under the brand name MARGARINE PLUS. The two types of margarine are butter flavored margarine and unsalted margarine.
Willi-Food's next target is to conquer within a year a market share of 20% of each category.
"We are excited about our entrance to new domains in the Israeli food market" said Zwi Williger the President and COO of Willi-Food, "the potential of these product groups is great and with our marketing capacity and proven capabilities in penetrating food product categories, we hope to reach our goal of 20% of the market share in these categories."
About G. Willi-Food International Ltd.
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
http://biz.yahoo.com/prnews/050614/uktu016.html?.v=10
Dubi
G. Willi-Food Reports 58% Growth of Operating Income and 39% Rise in Net Income for Q1 2005
Wednesday May 4, 12:39 pm ET
YAVNE, Israel, May 4 /PRNewswire-FirstCall/ -- G. Willi-Food International Ltd. (NASDAQ: WILCF - News) today announced financial results for the first quarter ended March 31, 2005.
Revenues for the quarter decreased by 9% to NIS 40.5 million (US$ 9.3 million(a)) from NIS 44.4 million (US$ 10.2 million) in the first quarter of 2004, reflecting seasonable adjustment in buying habits due to the timing of the Passover holidays, which fell mostly during March in 2004 but entirely in April in 2005. Nonetheless, with gross margins of 21% for the period compared to 19% in the first quarter of 2004, gross profit remained steady on a year-over-year basis. Further, due to a 13% decline in operating expenses, the Company's operating profit increased by 58% compared to the first quarter of 2004, delivering in an operating margin of 5.9% compared to 3.4% in the parallel period of 2004.
Net income for the first quarter of 2005 increased by 39% to NIS 1.9 million (US$ 0.43 million), or NIS 0.22 (US$ 0.05) per share, compared with NIS 1.3 million (US$ 0.3 million), or NIS 0.16 (US$ 0.036) per share, in the same period of 2004. Net margin for the quarter rose to 4.6% compared to 3.0% for the first quarter of 2004.
"We are pleased to report another quarter of increased profits and rising margins despite the comparative decline of our revenues, which is attributable partially to the timing of the Passover buying season," said Mr. Zvi Williger, President and COO of Willi-Food. "The reduction in our expenses during the period more than compensated, enabling us to record steady gross profit with rising gross, operating and net margins compared to last year, and continued strong profits."
About G. Willi Food International Ltd.
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality Kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
http://biz.yahoo.com/prnews/050504/ukw021.html?.v=4
Midas
Willi-Food completes NIS 65m financing round
Public demand in the issue totaled NIS 15 billion. The allocation rate for investors from the public was set at 0.25%.
Roee Bergman 21 Apr 05 09:23
G. Willi-Food International (Nasdaq: WILCF; TASE: WLFD) announced today that it had completed the public phase of its financing round. Public demand for the issue exceeded NIS 15 billion, and the rate of allocation for investors from the public was set at 0.25%.
The share of investment institutions in the issue fell to 50%. The Willi-Food issue totaled NIS 65 million, after closing at the maximum price. Poalim IBI Underwriting and Investments (TASE: PIU), Clal Finance Underwriting, and Harel Underwriting and Issues led the issue.
Willi-Food imports and markets food. The company earned a NIS 10 million net profit on sales of NIS 171 million in 2004, compared with a NIS 9.1 million net profit on sales of NIS 137 million in 2003.
Published by Globes [online] - www.globes.co.il - on April 21, 2005
Midas
The Pessah market is enormous. Ironically, the variety of Pessah products sold in Israel is more limited than in the Diaspora. In the US, the supermarket chains see to it that their stores have a massive Pessah food section beginning five weeks before Pessah. Even though many thousands of Jews go to hotels for Pessah, the demand for Pessah food products continues to grow from year to year. Of course, the kosher hotels and tour operators consume an enormous amount of Pessah foods.
The Pessah food market is not limited to the traditional Jewish companies that have been marketing Pessah foods for many decades. Today it includes many giant general food manufacturers that have sought to capitalize on the Jewish appetite during the Pessah season. The market is judged to be worth many tens of millions of dollars, if not more. The growth of the Orthodox community, combined with a greater degree of affluence, has driven the market to produce all sorts of "new" Pessah products every year
http://www.jpost.com/servlet/Satellite?pagename=JPost/JPArticle/ShowFull&cid=1113445107829
Midas
Food, glorious food
By LARRY DERFNER
The sidewalk along an entire block of Jerusalem's haredi Beit Yisrael neighborhood is blanketed with "care packages" of food and large containers filled with fruit and vegetables.
All afternoon people, mainly elderly, are picking up their packages and sifting through the containers for the best-looking produce. This is the scene every Thursday on Rehov Shimon Rokah outside the offices of Yad Ezra V'Shulamit, a charity organization that distributes packages of free food at least once a month to some 2,500 families nationwide - up from 1,500 families two years ago.
But the Thursday afternoon giveaway is nothing compared to the annual operation Yad Ezra V'Shulamit will be undertaking this week for Pessah: Some 5,000 families will be given baskets of food for the Seder night. "We had to turn away another 6,000 families who asked, because we can't afford to feed them all," notes Aryeh Lurie, head of the organization. By comparison, last Pessah the charity fed 3,000 families and turned away 1,500.
Pessah, with its kimha depis'ha tradition of feeding the needy, is one of Israel's two high holy days of charity, Rosh Hashana being the other. This is when the nation's charity organizations go all out in fund-raising, buying mountains of food and organizing armies of volunteers to give it away.
http://www.jpost.com/servlet/Satellite?pagename=JPost/JPArticle/ShowFull&cid=1113445106224
Midas
A whole week of it....
Surviving a weighty seder
By JUDY SIEGEL-ITZKOVICH
Pessah – with its heavy family meals, piles of matzot, potatoes and desserts – is liable to raise the collective weight of the population by many tons. Dietitians and other experts advise watching what you eat and getting as much physical activity as you can to avoid being weighed down by the holiday.
http://www.jpost.com/servlet/Satellite?pagename=JPost/JPArticle/ShowFull&cid=1113445110418
Midas
Pessah,EAT festival
Interview With:
Joseph Williger
CEO
Dated March 31, 2005
http://www.wallstreetreporter.com/profiles/GWilli-FoodInternationalLtd.html
Midas
Loaded up at 4.95$.
Passover is the NATIONAL eating festival in Israel,but NOT only.
Good luck to myself
Midas
VectorVest Stock Analysis of G Willi-Food as of 3/29/2005
Thank you for requesting an analysis of G Willi-Food from VectorVest. The ticker symbol for G Willi-Food is WILCF. WILCF is traded on the NASDAQ - (O)
Analysis Summary
WILCF is overvalued compared to its Price of $6.93 per share, has somewhat below average safety, and is currently rated a Buy.
In-Depth Analysis
Business: G WILLI-FOOD INTL LTD, (WILCF) imports, markets and distributes over 350 food products, primarily under the Willi-Food brand name, in Israel, the areas within the Palestinian Autonomy and the areas within the West Bank administered by Israel, and in France.
Price: WILCF closed on 3/29/2005 at $6.93 per share
Value: Value is a measure of a stock's current worth. WILCF has a current Value of $3.34 per share. Therefore, it is overvalued compared to its Price of $6.93 per share. Value is computed from forecasted earnings per share, forecasted earnings growth, profitability, interest, and inflation rates. Value increases when earnings, earnings growth rate and profitability increase, and when interest and inflation rates decrease. VectorVest advocates the purchase of undervalued stocks. At some point in time, a stock's Price and Value always will converge.
RV (Relative Value): RV is an indicator of long-term price appreciation potential. WILCF has an RV of 0.55, which is poor on a scale of 0.00 to 2.00. This indicator is far superior to a simple comparison of Price and Value because it is computed from an analysis of projected price appreciation three years out, AAA Corporate Bond Rates, and risk. RV solves the riddle of whether it is preferable to buy High growth, High P/E stocks, or Low growth, Low P/E stocks. VectorVest favors the purchase of stocks with RV ratings above 1.00.
RS (Relative Safety): RS is an indicator of risk. WILCF has an RS rating of 0.85, which is fair on a scale of 0.00 to 2.00. RS is computed from an analysis of the consistency and predictability of a company's financial performance, debt to equity ratio, sales volume, business longevity, price volatility and other factors. A stock with an RS rating greater than 1.00 is safer and more predictable than the average stock in the VectorVest database. VectorVest favors the purchase of stocks of companies with consistent, predictable financial performance.
RT (Relative Timing): RT is a fast, smart, accurate indicator of a stock's price trend. WILCF has a Relative Timing rating of 1.60, which is excellent on a scale of 0.00 to 2.00. RT is computed from an analysis of the direction, magnitude, and dynamics of a stock's price movements over one day, one week, one quarter and one year time periods. Once a stock's price has established a strong trend, it is expected to continue in that trend for the short-term. If a trend dissipates, RT will gravitate toward 1.00. RT will explode from bottoms, dive from tops, and reflect changes in price momentum. VectorVest favors the purchase of stocks with RT ratings above 1.00.
VST (VST-Vector): VST is the master indicator for ranking every stock in the VectorVest database. WILCF has a VST rating of 1.14, which is good on a scale of 0.00 to 2.00. VST is computed from the square root of a weighted sum of the squares of RV, RS, and RT. Stocks with the highest VST ratings have the best combinations of Value, Safety and Timing. These are the stocks to own for above average, long-term capital appreciation. VectorVest advocates the purchase of safe, undervalued stocks rising in price.
CI (Comfort Index): CI is an indicator which reflects a stock's ability to resist severe and/or lengthy price declines. WILCF has a CI rating of 0.91, which is fair on a scale of 0.00 to 2.00. CI is quite different from RS in that it is based solely upon a stock's long-term price history. VectorVest advocates the purchase of high CI stocks.
GRT (Earnings Growth Rate): GRT reflects a company's one to three year forecasted earnings growth rate in percent per year. WILCF has a forecasted Earnings Growth Rate of -6.00%, which VectorVest considers to be very poor. GRT is computed from historical, current and forecasted earnings data. It is updated each week for every stock in the VectorVest database. GRT often foretells a stock's future price trend. If a stock's GRT trend is upward, the stock's price will likely rise. If GRT is trending downward, the stock's Price will probably fall. VectorVest favors the purchase of stocks whose GRT is rising and is greater than the sum of current inflation and interest rates, (8.70%).
Recommendation (REC): VectorVest gives a Buy, Sell, Hold recommendation on every stock, every day. WILCF has a Buy recommendation. REC reflects the cumulative effect of all the VectorVest parameters working together. These parameters are designed to help investors buy safe, undervalued stocks rising in price. They also help investors avoid or sell risky, overvalued stocks falling in price. VectorVest recommends that investors buy high VST-Vector, Buy-rated stocks in rising markets.
Stop (Stop-Price): Stop is an indicator of when to sell a long position or cover a short position. WILCF has a Stop of $6.25 per share. This is $0.68 below WILCF's current closing Price. A stock's Stop is computed from a 13 week moving average of its closing prices, and is fine-tuned according to the stock's fundamentals. High RV, high RS stocks have lower Stops, and low RV, low RS stocks have higher Stops. In the VectorVest system, a stock gets a 'B' or 'H' recommendation if its Price is above its Stop and an 'S' recommendation if its Price is below its Stop.
EPS (Earnings per Share): EPS stands for leading 12 months Earnings Per Share. WILCF has a forecasted EPS of $0.34 per share. VectorVest determines this forecast from a combination of recent earnings performance and traditional fiscal and/or calendar year earnings forecasts.
P/E (Price to Earnings Ratio): P/E is a popular measure of stock valuation which shows the dollars required to buy one dollar of earnings. WILCF has a P/E of 20.38. This ratio may be deemed to be high or low depending upon your frame of reference. The average P/E of all the stocks in the VectorVest database is 28.95. P/E is computed daily using the formula: P/E = Price/EPS.
EY (Earnings Yield): EY reflects earnings per share as a percent of Price. EY is related to P/E via the formula, EY = 100 / (P/E), and may be used in place of P/E as a measure of valuation. EY has the advantages that it is always determinate and can reflect negative earnings. WILCF has an EY of 4.86 percent. This is above the current average of 3.46% for all the stocks in the VectorVest database. EY equals 100 x (EPS/Price).
GPE (Growth to P/E Ratio): GPE is another popular measure of stock valuation. It compares earnings growth rate to P/E ratio. WILCF has a GPE rating of -0.29. High growth stocks are believed to be able to justify high P/E ratios. A stock is commonly considered to be undervalued when GPE is greater than 1.00 and overvalued when GPE is below 1.00. Unfortunately, this rule of thumb does not take into account the effect of interest rates on P/E ratios. The operative GPE ratio of 1.00 is valid when and only when interest rates equal 10%. With long-term interest rates currently at 5.70%, the operative GPE ratio is 0.32. Therefore, WILCF may be considered to be overvalued.
DIV (Dividend): VectorVest reports annual, regular, cash dividends as indicated by the most recent payments. Special distributions, one-time payments, stock dividends, etc., are not generally included in DIV. WILCF does not pay a dividend.
DY (Dividend Yield): DY reflects earnings per share as a percent of Price. WILCF does not pay a dividend, so it does not have a Dividend Yield rating. . DY equals 100 x (DIV/Price). It is useful to compare DY with EY. If DY is not significantly lower than EY, the dividend payment may be in jeopardy.
DS (Dividend Safety): DS is an indicator of the assurance that regular cash dividends will be declared and paid at current or at higher rates for the foreseeable future. WILCF does not pay a dividend, so it does not have a Dividend Safety rating . Stocks with DS values above 75 typically have RS values well above 1.00 and EY levels that are much higher than DY.
DG (Dividend Growth Rate): Dividend Growth is a subtle yet important indicator of a company's financial performance. It also provides some insight into the board's outlook on the company's ability to increase earnings. WILCF does not pay a dividend, so it does not have a Dividend Growth rating .
YSG (YSG-Vector): YSG is an indicator which combines DIV, DY and DG into a single value, and allows direct comparison of all dividend-paying stocks in the database. WILCF does not pay a dividend, so it does not have a YSG rating . Stocks with the highest YSG values have the best combinations of Dividend Yield, Safety and Growth. These are the stocks to buy for above average current income and long-term growth.
Open: WILCF opened trading at a price of $7.11 per share on 3/29/2005.
High: WILCF traded at a High price of $7.13 per share on 3/29/2005.
Low: WILCF traded at a Low price of $6.92 per share on 3/29/2005
Close: WILCF closed trading at price $6.93 per share on 3/29/2005. (Close is also called Price in the VectorVest system)
Range: Range reflects the difference between the High and Low prices for the day. WILCF traded with a range of $0.21 per share on 3/29/2005.
$Change: WILCF closed down 0.18 from the prior day's closing Price.
%PRC: WILCF's Price changed -2.56% from the prior day's closing price.
Volume: WILCF traded 55,400 shares on 3/29/2005.
AvgVol: AvgVol is the 50 day moving average of daily volume as computed by VectorVest. WILCF has an AvgVol of 75,600 shares traded per day.
%Vol: %Vol reflects the percent change in today's trading volume as compared to the AvgVol. %Vol equals 100 x (Volume/AvgVol). WILCF had a %Vol of -26.72% on 3/29/2005
Sales: WILCF has annual sales of $39,000,000
Sales Growth: Sales Growth is the Sales Growth Rate in percent over the last 12 months. WILCF has a Sales Growth of -3.00% per year. This is very poor. Sales Growth is updated each week for every stock. It is often useful to compare Sales Growth to Earnings Growth to gain an insight into a company's operations.
Sales Per Share (SPS): WILCF has annual sales of $4.64 per share. SPS can be used as a measure of valuation when comparing stocks within an Industry Group.
Price to Sales Ratio (P/S): WILCF has a P/S of 1.49. This ratio is also used as a measure of valuation. Here, too, it is useful when comparing stocks within an Industry Group.
Shares: WILCF has 8,000,000 shares of stock outstanding.
Market Capitalization: WILCF has a Market Capitalization of $59,000,000. Market Capitalization is calculated by multiplying price times shares outstanding.
Industry Group: WILCF has been assigned to the Retail (Food) Industry Group. VectorVest classifies stocks into over 200 Industry Groups and 40 Business Sectors.
Business Sector: WILCF has been assigned to the Retail Business Sector. VectorVest classifies stocks into over 200 Industry Groups and 40 Business Sectors.
The basic strategy of VectorVest is to buy Low risk, High reward stocks. We suggest that Prudent investors buy enough High Relative Value, High Relative Safety stocks to keep the overall RV and RS ratings of their portfolios above 1.00. As you do this, you'll find that your risk will go down and your investment performance will improve.
Midas
FWIW
Just aquired 625@7.13$ for the shorterm swing.
Midas
Holding hardcore shares,STRONG.
G. Willi-Food International Ltd. Announces the Execution of a Memorandum of Agreement Regarding its Previously Announced Acquisition of Leading U.S. Ethnic Food Distributor
Tuesday March 29, 11:14 am ET
YAVNE, Israel, March 29 /PRNewswire-FirstCall/ -- G. Willi-Food International Ltd. (NASDAQ: WILCF - News; the "Company"), one of Israel's leading distributors of kosher food products, today announced that it has executed a memorandum of agreement regarding its previously announced acquisition of a New Jersey-based distributor of ethnic food products (the "Target"). The memorandum of agreement provides that the Company, in conjunction with Millstone Brands Inc. ("Millstone"), will acquire a fifty percent interest in the business of the Target (the "Business"). The memorandum of agreement provides that the Company will form a new joint venture with Millstone in which the Company and Millstone will be partners (the "Joint Venture") and that the Joint Venture will invest US$1,000,000 in the Business for use as working capital. The memorandum of agreement also provides that the Company will guarantee the payment of 25% of up to US$4,500,000 in outstanding commercial bank indebtedness of the Business. The repayment of the commercial bank indebtedness of the Business will also be secured by the receivables and the inventory of the Business. The memorandum of agreement further provides that within twenty four months of the execution of the definitive agreements for the transaction, the Joint Venture shall have the option either to (i) acquire for a nominal price an additional one percent interest in the Business in consideration of making a loan of US$1,200,000 to the Business or (ii) require that its fifty percent interest in the Business be reacquired by the Target for US$1,000,000. The memorandum of agreement also provides that the definitive agreements for the transaction will be prepared without any material derogation or deviation from the business terms set forth in the memorandum of agreement.
Consummation of the transaction is contingent upon the completion of due diligence, final negotiation and execution of definitive agreements, Board of Director approval of the transaction, approval of regulatory bodies (if necessary) and the satisfaction of other customary closing conditions, as well as the satisfactory resolution of any issues that arise during the acquisition process.
As a result there can be no assurance that the transaction will be consummated.
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality Kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
http://biz.yahoo.com/prnews/050329/uktu011.html?.v=4
Midas
Got it and just sold out at 7.89.......
Midas
Still holding onto my core shares for the longer haul
I have placed an order 500@7.50$.........if i get it at that price,can be a very WISE short term gain.
Midas
KOSHER food consumed by far more than ONLY jews.
G. Willi-Food Reports 348% Operating Income Growth for Q4, 120% for 2004
E-mail or Print this story
9 March 2005, 03:16am ET
6th Straight Quarter of Significant YOY Rises in Revenues, Gross, Operating and Net Profits
YAVNE, Israel, March 9 /PRNewswire-FirstCall/ -- G. Willi-Food International Ltd. (NASDAQ:WILCF) today announced financial results for the fourth quarter and full year ended December 31, 2004.
Revenues for the fourth quarter increased by 16% to NIS 40.2 million (US$ 9.3 milliona) from NIS 34.7 million in the fourth quarter of 2003. Gross profit for the period increased by 63%, resulting in a gross margin of 27% compared to 19% in the comparable quarter of 2003. Operating income increased by 348% to NIS 4.7 million (US$ 1.1 million) from NIS 1.0 million in the fourth quarter of 2003. Net income for the three month period increased by 63% to NIS 3.1 million (US$ 0.7 million), or NIS 0.36 (US$ 0.08) per share compared to NIS 1.9 million, or NIS 0.22 per share, in the same period of 2003.
Revenues for 2004 increased by 24% to NIS 171.0 million (US$ 39.7 million) from NIS 137.4 million in 2003. Gross profit for the period increased by 49%, resulting in a gross margin of 24% compared to 20% in 2003. Operating income increased by 120% to NIS 15.9 million (US$ 3.7 million) from NIS 7.2 million in 2003. Net income for the period increased by 28% to NIS 11.2 million (US$ 2.6 million), or NIS 1.3 (US$ 0.3) per share compared to NIS 8.8 million, or NIS 1.05 per share, in 2003.
"The fourth quarter was a strong end to a record year for Willi-Food," said Mr. Zvi Williger, President and COO of Willi-Food. "Our increased revenue levels as compared to 2003 derived from our growing portfolio of unique Kosher products, the continuous expansion of our marketing and advertising efforts, and encouraging improvement of the Israeli economy. In parallel, our successful control of expenses and purchasing terms has enabled us to post a steady rise in gross, operating and net margins. As the engine for our future growth, we continue to prepare for entering the US and other international markets while continuing to expand our local distribution and sales capabilities."
G. Willi-Food International is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality Kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them.
Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, competition, changing economic conditions and other risk factors detailed in the Company's SEC filings.
NOTE A: Convenience Translation to Dollars
Mentioned Last Change
WILCF 8.05 0.20dollars or (2.54%)
The convenience translation of the Adjusted New Israeli Shekel (NIS) into US dollars was made at the rate of exchange prevailing at December 31, 2004: US $1.00 equals NIS 4.308. The translation was made solely for the convenience of the reader.
G. WILLI-FOOD INTERNATIONAL LTD.
Midas
Mar. 7, 2005 21:40
Fine Foods project to boost exports
By DANIEL KENNEMER
The Fine Foods From Israel 2005 project, set to kick off its third annual drive in May, is expected to increase exports of Israeli food products to the United States by some 30 percent this year, to approximately $145m., the Israel Export Institute and the Manufacturers' Association said Monday.
The two groups credited the project with a 60% rise in food exports to the US, from $69m. in 2002 to $111m. in 2004.
So far, about 20 food producers have registered to participate, including the Israeli Beer Brewers, the Shepherds Association and Wissotzky Tea, as well as wineries and producers of olive oil and couscous.
Producers from the Arab sector include Mahroum Sweets, an olive oil producer and a coffee-roasting company.
Midas
Religiously, more Jewish people are eating kosher. At the same time, halal cooking, a set of Islamic regulations, is so similar to Jewish rules that many Muslims are eating kosher.
There still are many Jewish diners who don't go out of their way to eat kosher for religious reasons, said Joan Nathan, author of "Jewish Cooking in America," a best-selling cookbook.
But she added: "There's a tremendous number who are starting to care more, and that's who the restaurants are catering to. There's more fundamentalism in everything, and there are more people who want to be in touch with their roots. Being in touch with your roots as a Jew means being in touch with kashrut."
Many non-Jews are eating kosher, too.
Menachem Lubinsky, president of Integrated Marketing Communications, which monitors the kosher industry, estimates that of about 11 million kosher consumers, only 2.5 million are Jewish.
"The kosher market goes well beyond the Orthodox Jews," he said. "You have Reform Jews, Conservative Jews, vegetarians, Muslims, and people who believe kosher food is healthier."
Lubinsky calculates that U.S. sales of certified kosher foods totaled $165 billion in 2002, up from $45 billion in 1996.
For consumers, the growth in culinary options has made keeping kosher a lot easier.
"There's a worldliness and sophistication that's now tied to being kosher. We don't want to sacrifice good taste, and now we don't have to," said Marc Slutsky, a Highland Park resident who frequents the region's Chinese, Italian, Mexican and Thai kosher restaurants. "In some ways, hummus has replaced chopped liver as the primary Jewish spread."
At the newly kosher Dunkin' Donuts in Skokie, following kosher guidelines has helped boost business.
"The customer response is enormous," general manager Barun Goyal said. "The Jewish population over here is pretty much the majority, and the synagogues tell everybody that we're kosher. So we've seen a lot of new customers because of it."
Midas
One such investment is Teva Pharmaceuticals (Nasdaq: TEVA - News), maker of generic drugs and the branded multiple-sclerosis treatment Copaxone. The company is looking for 15% revenue and earnings growth over the next year, and its stock has been a four-bagger over the past eight years. This is just one such story. Another you may have heard of is CheckPoint Software Technologies (Nasdaq: CHKP - News), a $5 billion-plus enterprise value company that develops, markets, and supports Internet security and virtual private-networking solutions. The company sports profit margins of 49%. Other Israeli names include Marvell Technology Group (Nasdaq: MRVL - News), Taro Pharmaceuticals (Nasdaq: TARO - News), food company G-Willi Food (Nasdaq: WILCF - News), and Medis Technologies (Nasdaq: MDTL - News).
http://biz.yahoo.com/fool/050111/1105457040_1.html
Midas
market news
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WILCF (NASDAQ SC)
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WILCF: Volume Spike; 10% > 20-adsv, Stock -6.03%
TUESDAY , MARCH 01, 2005 10:21 AM
This is the 2nd VOLUME alert for WILCF in the past 7 calendar days.
Trading for G. Willi-Food International Ltd (NASDAQ SC: WILCF) has been heavier than usual in today's session. By 10:20 ET, the stock had already traded 79,800 shares via 53 trades. The cumulative volume is 9.69% above its 20-day average of 72,750. Normally the stock experiences around 70 individual trades per session.
So far, today's volume surge has caused a net decline in WILCF's stock price. At the time of this alert, the stock was trading at $7.959, down $-0.511 (-6.03%).
One year ago, the Company's shares closed at $1.900. The price has gained more than 318 percent since then.
Over the last 10 trading session WILCF has traded in a range between
$5.270 and $10.200 and is currently trading 21.97% below its
52-week high of $10.200 set on February 28,2005 and 330.22% above its
52-week low of $1.850 from March 10,2004.
In the previous 3 sessions, WILCF trading has displayed a mixed trend. Closing results have been as follows:
February 28, 2005 --- closed at $8.470 up $3.010 (+55.13%) on 802,300 shares
February 25, 2005 --- closed at $5.460 up $0.140 (+2.63%) on 30,470 shares
February 24, 2005 --- closed at $5.320 down $0.180 (-3.27%) on 25,000 shares
The Company last released news on January 06, 2005:
"G. Willi-Food to Report Approximately 22% Revenue Growth for 2004 and 6th Straight Quarter of YoY Revenue Growth"
G. WILLI-FOOD INTERNATIONAL LTD
G. Willi-Food International Ltd. imports, markets, and distributes food products, including canned vegetables, packaged fruit, pickled vegetables, canned and frozen fish, edible oil, dried fruit and nuts, coffee creamers, pasta, and pastries. The company purchases the food from suppliers around the world.
Midas
Willi-Food is a completely different story. I don't know what happened yesterday, other the report that the mighty Louis Navellier holds some Willi-Food shares in one of his funds. As I've said before, though, with all due respect to Wall Street, Procter and Gamble, and the giant supermarket chains, Willi-Food has something they haven't got a specialty in kosher food. They are able to bring
to the US 400 or 1,000 different kinds of kosher food products, at competitive prices.
I know something about this field, and I've already told you before the share shot up 200% that this is one of the most interesting shares on Wall Street, because it's got everything. It's got a story that every American kid can understand, and grownups, too, of course. It's got potential for a huge profit, and it's got the old
(and new) way of thinking: "Who will let them get big? One of the distribution chains will buy them out, long before they manage to get big."
I believe that each one of the neglected shares that I mentioned has the potential for an upward surge, but that's my opinion, and it's best for everyone to do his own due diligence. The fact that there's no analyst coverage can only help.
Published by Globes [online] - www.globes.co.il - on March 1, 2005
Midas
I’ll sign off today with two shares, which I’ve been saying for a long time could go up and up and up, and which are now in fact going up. One is better than the other, but the facts speak for themselves. I’m referring to G. Willi-Food International (Nasdaq: WILCF; TASE: WLFD) and Tefron (NYSE: TFR). Before the technology bubble burst, no one would have glanced twice at these shares.
These two companies are in the middle of a process that interests many investors of various types. Willi-Food is interesting because of the marketing of diverse kosher food in the US. There is great demand for these products, which are in short supply in the US, because, strange as it may sound, no one has bothered to do it before. Since investors know that the Williger brothers are topnotch experts in the field, and because many know the price at which the brothers and their underwriters are planning to issue shares, the share is rising. Although Willi-Food dramatically improved its performance last year (the company is not yet active in the US), the rises in the share are not economically based; they rest on expectations of a rapid and steep rise. Anyone buying at the current price should know that the share price is risky, but here, the medium and long term is what’s interesting.
I’ve written a lot about Tefron. I believe that the move to the Segev Industrial Zone in the Galilee, plus the economic recovery and new management, have great potential that has not been reflected at all on Wall Street.
Published by Globes [online] - www.globes.co.il - on January 20, 2005
Midas
Have you thought for a moment what's going on here? Just because analyst Scott L. Greiper believes that SuperCom is traded below the average of its competitors, should an analyst from a respected investment house deal with this pipsqueak, especially when it has such unimpressive numbers? Apparently, the combination of a contract from the US Government Printing Office (GPO) for a new electronic passport and the growing potential of smart cards caused the Ra'anana-based company to win a "Buy" recommendation. I haven’t seen any analyst give a "Buy" recommendation for Mind CTI (Nasdaq: MNDO; TASE: MNDO) or G. Willi-Food International (Nasdaq: WILCF; TASE: WLFD), even though both companies have sales, are profitable, and their market caps are well below the average for companies in their industries.
Published by Globes [online], Israel business news - www.globes.co.il - on January 11, 2005
Midas
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