Shufersal Ltd (TASE:SAE) signed an agreement to acquire New-Pharm Drugstores Ltd. from Hamashbir 365 Holdings Ltd. (TASE:MSAH) for ILS 130 million on April 6, 2017. The consideration includes repayment of a debt of Hamashbir 365 secured on the shares being bought and a payment of ILS 12 million for repayment of a debt owed by a Hamashbir 365 subsidiary to New-Pharm. In 2016, New-Pharm had revenues of ILS 711 million.
The deal is subject to the approval of Antitrust Commissioner. The sale agreement states that if approval of the Antitrust Commissioner is not obtained within three months from the date it is requested, the agreement will be void, unless the parties agree to extend it. On May 1, 2017, the approval application to the Commissioner was filed. On July 30, 2017, Shufersal and Hamashbir agreed to amend the agreement and extend the period for obtaining the Commissioner's approval through August 31, 2017, to postpone the date of providing the interim financial statements of New-Pharm to Shufersal through August 25, 2017, and to push back the deadline regarding the condition as to termination of the agreement due to "material adverse change" to August 30, 2017. On August 30, 2017, the parties agreed to extend the period for receiving the Commissioner's approval until September 14, 2017, and to postpone a number of dates set forth in the agreement by September 30, 2017. As of September 6, 2017, the deal was approved by Israels anti-trust authority. In approving the deal, Israels anti-trust authority ordered the sale of nine New- Pharm stores to a single purchaser and maintains them as drugstores in order to boost competition. Shufersal is also barred from re-acquiring those stores for at least five years. As of October 1, 2017, the nine New-Pharm stores stipulated by the Antitrust Authority director general, plus two more New-Pharm franchise stores will be sold as a condition for the acquisition. The sale of the nine stores must be completed before the mergers implementation. The deadline for completing the deal is December 31, 2017, unless extended by agreement between all parties. Proceeds from this sale will be implemented in the purchase of New-Pharm.
Zvi Agmon, Ran Shalom, Gil Agmon, Uri Porat, Meirav Yung and Ady Abrams of Agmon & Co., Rosenberg Hacohen & Co. acted as legal advisors to Shufersal Ltd in the transaction.
Shufersal Ltd (TASE:SAE) completed the acquisition of New-Pharm Drugstores Ltd. from Hamashbir 365 Holdings Ltd. (TASE:MSAH) on December 20, 2017.