Israel Oil Company, Ltd. entered into a letter of intent to acquire additional 29.26% stake in Isramco, Inc. (NasdaqCM:ISRL) for $87.8 million on January 8, 2019. Under the terms of the agreement, Israel Oil Company, Ltd. will pay $110.36 for each share of Isramco in cash. As of May 20, 2019, Israel Oil Company, Ltd. signed a definitive merger agreement to acquire additional 27% stake in Isramco, Inc. for $89 million. Under the terms of the agreement, the holders of Isramco's outstanding shares of common stock will receive $121.4 per share in cash. The shares to be acquired are those not already held by Haim Tsuff, Chief Executive Officer and the Chairman of the Board of Directors of Isramco, comprising 2.27% stake in Isramco and 58.6% stake held by Naphtha Israel Petroleum Corp. Ltd. (TASE:NFTA)., parent of Israel Oil Company, Ltd. Israel Oil Company Ltd. already owns 12.13% stake in Isramco. Israel Oil Company Ltd. intends to fund the payment of the aggregate merger consideration from cash on hand. Upon closing of the merger, Isramco will become an indirect wholly owned subsidiary of Naphtha Israel Petroleum Corp. and a privately held company and Isramco's common stock would no longer be listed on the NASDAQ Capital Market. Isramco is expected to remain headquartered in Houston, Texas. The transaction is subject to the approval of a majority of shareholders of Isramco not owned by Naphtha or its affiliates, no more than 8% of the outstanding shares of common stock of Isramco as of immediately prior to the closing being dissenting shares. The transaction is not subject to a financing condition. The transaction is subject to customary closing conditions and regulatory approvals. The special committee appointed by the Board of Directors of Isramco is to consider the proposal will engage its own legal and financial advisors to assist in its review and make a recommendation to the Board of Directors with respect to transaction and the transaction of will not move forward with the transaction unless it is approved by such special committee. As of May 20, 2019, Isramco's Board of Directors, acting on the unanimous recommendation of the special committee, approved the merger agreement and resolved to recommend that the stockholders adopt the merger agreement. The respective boards of directors of Naphtha Israel Petroleum Corp. and Israel Oil Company, Ltd. have also unanimously approved the transaction. Duff & Phelps, LLC rendered an oral opinion to the Special Committee of Isramco to the effect that the merger consideration to be received by the holders of common stock was fair, from a financial point of view, to such holders. In addition, as of May 20, 2019, Israel Oil Company, Ltd., Naphtha Israel Petroleum Corp. Haim Tsuff and Isramco entered into a voting and support agreement pursuant to which they have agreed to vote, or cause to be voted, all shares of common stock beneficially owned by them for the adoption of the merger agreement. The special meeting of shareholders of Isramco, Inc., will be held on October 22, 2019 to approve the merger. As of October 22, 2019, the transaction has been approved by Isramco's shareholders. The transaction is expected to complete in the fourth quarter of 2019. Andrew J. Ericksen of Baker Botts L.L.P. acted as legal advisor to Naphtha Israel Petroleum Corp. Duff & Phelps, LLC acted as financial advisor and fairness opinion provider to the special committee and Lior Nuchi of Norton Rose Fulbright US LLP acted as legal advisor to the special committee of Isramco. D.F. King & Co., Inc. acted as the proxy solicitation agent and information agent for Isramco. Duff & Phelps will be paid a transaction fee, which is contingent upon the merger, of approximately $0.49 million. As compensation for Duff & Phelps’ services in connection with the rendering of its opinion, Isramco agreed to pay Duff & Phelps a fee of $0.25 million, consisting of a nonrefundable retainer of $0.125 million payable upon its engagement by the Special Committee and $0.125 million payable upon Duff & Phelps informing the Special Committee that it was prepared to render and deliver the opinion. D.F. King & Co., Inc. will be paid a fee of $10,500. Israel Oil Company, Ltd. completed the acquisition of additional 29.26% stake in Isramco, Inc. (NasdaqCM:ISRL) on October 25, 2019. In connection with the completion of the transaction, Isramco requested that NASDAQ Capital Market suspend trading of common stock and requested that NASDAQ file a Form 25 with the Securities and Exchange Commission to remove the common stock from listing on NASDAQ and to deregister the common stock. Additionally, Isramco intends to file with the SEC a Form 15 requesting the termination of registration of the common stock and the suspension of the reporting obligations.