Insightec Signed An Agreement With An Investor Who Will Invest Up To USD150 Million In Insightec
TEL AVIV, ISRAEL / ACCESSWIRE / December 14, 2017 / Elbit Imaging Ltd. ("EI" or the "Company") (TASE, NASDAQ: EMITF) announced today that InSightec Ltd. ("Insightec"), has signed a Share Purchase Agreement with Koch Disruptive Technologies (a subsidiary of Koch Industries, Inc.) ("Koch Disruptive Technologies"), pursuant to which Koch Disruptive Technologies together with other investors (the "Additional Investors") will invest in Insightec a total amount of between US$75 million and US$150 million, in consideration for the issuance of a new series of preferred stock of Insightec (the "Transaction").
The main terms of the Transaction are as follows:
At the initial closing of the Transaction, Koch Disruptive Technologies shall purchase new Series E Preferred Shares of Insightec (the "Preferred Stock") in consideration for a total amount of USD75 million. The Preferred Stock will represent, immediately following the issuance, approximately 17% of the outstanding share capital (14% on a fully-diluted basis) of Insightec. The initial closing is scheduled to be held, subject to fulfillment of all conditions precedent described in Section 6 below, no later than January 31, 2018.
The transaction documents grant Koch Disruptive Technologies and the Additional Investors (some of which are existing shareholders of Insightec) the right to invest in additional closings (to be held by no later than January 31, 2018) an additional amount of up to USD75 million in consideration for the issuance of additional Preferred Stock, provided that Koch Disruptive Technologies will hold at least 66% of the Preferred Stock after each closing.
The Transaction reflects a pre-money valuation for Insightec of approximately USD460 million (on a fully-diluted basis).
Holders of Preferred Stock shall have preferred rights in the event of a dividend distribution and certain material events as set forth in the transaction documents.
The transaction documents also set forth the rights of Koch Disruptive Technologies and other major shareholders of Insightec (in an amended Securityholders Agreement and amended Articles of Association), including, that following the consummation of the Transaction, Insightec's board of directors shall consist of a maximum of nine (9) board members. Each of the four major shareholders in Insightec (including Elbit Medical) will be entitled to appoint one director for as long as each of them holds at least 5% of the outstanding share capital of Insightec. The directors appointed by three of the major shareholders (including the one appointed by Elbit Medical) may together appoint up to four (4) additional directors. The CEO of Insightec will also serve as the director.
The completion of the Transaction is subject to the terms and conditions stipulated in the transaction documents, including the approvals of the shareholders' meetings of Insightec. Elbit Medical has undertaken to support the Transaction in Insightec's shareholders' meetings.
Following the consummation of the Transaction, Elbit Medical will hold approximately 26% (22% on a fully-diluted basis) of Insightec's share capital, assuming a total investment of US $75 million, and 22% (19% on a fully-diluted basis) in the event of an investment of the total amount of US $150 million.
