The company has signed two separate memorandums of understanding An Israel based, G. Willi-Food International Ltd., a global food company specializing in the development, manufacturing, marketing and international distribution of…

The company has signed two separate memorandums of understanding

An Israel based, G. Willi-Food International Ltd., a global food company specializing in the development, manufacturing, marketing and international distribution of kosher foods, has signed two separate memorandums of understanding which are independent of each other (the “MOU’s” and the “Transactions”, as the case may be).

The following are details of the main terms of the MOU’s:

1. Memorandums of understanding for an investment in Bikurei Hasadeh North 1994 Ltd. (“Bikurei Hasadeh” and “Bikurei Hasadeh MOU”, respectively):

Bikurei Hasadeh is a private company engaged in the import, distribution and marketing of fresh fruits and vegetables to the retail and institutional market in Israel.

Main terms of the Bikurei Hasadeh MOU
Subject to the signing of a definitive agreement to be agreed between the parties which will be based on the principles set out in the Bikurei Hasadeh MOU, and the fulfillment of all the conditions precedent set out in in such definitive agreement, Bikurei Hasadeh will issue to the Company 41% of its issued share capital on a fully diluted basis, for consideration of NIS 70 million (the “Issuing”). Simultaneously with the execution of the Issuing, the founding shareholders of Bikurei Hasadeh will sell to the Company 10% of the issued share capital of Bikurei Hasadeh (the “Sale”). After the Issuing and Sale, the Company would hold 51% of the share capital of Bikurei Hasadeh, on a fully diluted basis.

The Bikurei Hasadeh MOU includes conditions precedents which are customary in agreements of this kind, including the completion of a due diligence within 90 days of the signing of the Bikurei Hasadeh MOU.

2. Memorandums of understanding for an investment in Miki Food Industries Fish and Salads (1992) Ltd. (“Miki” and the “Miki MOU”, respectively)

Miki is a private company engaged in the production of a wide range of salads, fish salads and smoked fish products.

Main terms of the Miki MOU
Subject to the signing of a definitive agreement to be agreed between the parties which will be based on the principles set out in the Miki MOU, and the fulfillment of all the conditions precedent set out in such definitive agreement, the Company and Miki will establish a new company (the “NewCo”), which will acquire and receive from Miki, by way of assignment, all of the assets and activities of Mickey (other than land rights) which are related to its business activities and are transferrable (the “Purchased Assets”).

Upon the completion of such Transaction, if and to the extent completed, the Company will hold 70% of NewCo’s share capital (on a fully diluted basis) and Miki will hold 30% of NewCo’s share capital (on a fully diluted basis).

In consideration for the Purchased Assets, NewCo will pay NIS 10 million, plus VAT.

In addition, the Company will extend to NewCo a shareholders’ loan in the amount of NIS 5 million.

The Miki MOU includes conditions precedents which are customary in agreements of this kind, including the completion of a due diligence within 90 days of the signing of the Miki MOU.