Re: Thrombotech Ltd –reports on progress with the negotiations to be purchased by "D-Pharm"
Following the Company’s announcement from February 23, 2012, Regarding Thrombotech’s initiation of negotiations with D-Pharm Ltd. (a publicly traded company listed on the Tel Aviv Stock Exchange) ("D-Pharm"), Hadasit Bio-Holdins is pleased to announce that Thrombotech Ltd., a 24.8% owned company, (and approximately - 22% on a fully diluted bases) has reported that on May 17, 2012, the parties completed their negotiations and that D -Pharm, Thrombotech and Thrombotech's shareholders signed an agreement outlining the sale of shares and additional investments.
According to the agreement signed, D- Pharm will acquire the Company’s shares in Thrombotech as well as all other shareholders’ holdings in Thrombotech comprising of all of Thrombotech’s issued capital (actual and diluted) through a private placement of common stock of D – Pharm. The transaction will be base on a share price of ₪ 0.851 for D-Pharm and ₪ 216.103 for Thrombotech. The newly issued D-Pharm shares will amount to about 60% of issued and purchased capital and voting rights of D-Pharm (without the inclusion of options granted to employees, officers and service providers of D-Pharm) and about 58.03% on a fully diluted basis (including options granted to employees, officers and company service providers and excluding shares to be allocated in the investment described below).
After completion of the transaction the company will hold approximately -14.9% of D -Pharm (and about 14.4% on a fully diluted basis, excluding shares to be allocated in the investment described below).
It was also agreed that, subject to obtaining approvals from the Tel Aviv Stock Exchange and the Israel Securities Authority, as required by law, D-Pharm will initiate a rights offering to all of its shareholders within 45 days of completion of the transaction. D-Pharm will offer rights to purchase ordinary shares at a total value of ₪ 11,505,000 within 30 days after publication of such rights offering, at a share price as stated. In this rights issue, Clal Biotechnology Industries Ltd., the controlling shareholder of D- Pharm, undertook an investment of ₪ 5,349,825 against an allocation of 6,286,162 ordinary shares of the D- Pharm ("The Additional Investment"; together with the acquisition: "Transactions"). In addition, the company will be entitled to appoint a representative on the board of D-Pharm.
It should be noted that the agreement reached is subject to the approval of D-Pharm’s shareholders meeting (Called for June 25, 2012), and approval of the competent organs of the company. It is further noted that the transactions are subject to receipt of regulatory approvals, as required by law.
The company will publish an immediate report regarding the progress in obtaining the necessary permits, as may be required by law.
The Company is assessing the appropriate accounting regulations and the effects of the transaction on the company's financial statements.