HBL Hadasit Bio-Holdings Ltd.
December 15, 2015
Israel Securities Authority (ISA) The Tel Aviv Stock Exchange Ltd.
Re: Investment Transaction in KAHR Medical (2005) Ltd.
The Company is honored to announce that on December 15, 2015. KAHR Medical (2005) Ltd. (hereinafter: "KAHR"), a subsidiary that is 49% (without full dilution) held by the Company, has raised $ 12 million. KAHR has entered into an investment contract with a number of new investors and an existing shareholder (KIP) Korea Investment Partners, (MAVI) Mirae Asset Venture Investment, DSC Investment , Flerie Invest AB(hereinafter: "the Investors" and "the Investment Contract" accordingly).
According to the conditions of the contract, the Investors will invest a total of USD 12 million (hereinafter: "the Investment"), at a share price that represents the Company's value at USD 25 million before the payment at full dilution basis.
Against the Investment, the Investors will be allocated Series B Preferred shares with preferential rights compared to the existing shares in the KAHR's share equity, which includes, inter alia, preference in the allocation of dividends, the division of compensation in the event of sale (as defined in the Investment Contract) and is protected against dilution.
Moreover, as part of the Investment Contract, the loans provided to KAHR by the Company (totaling USD 500 thousand) and by an additional KAHR shareholder, Flerie Invest AB (totaling USD 1,000 thousand), will be converted to Series B Preferred shares, at a price that represents a discount of 15% of the share price that was paid by the Investors under the Investment Contract.
With the completion of the investment and conversion of the convertible loan as noted above, the Company holds approximately 31.71% KAHR share capital (not fully diluted).
Within the framework of the Investment Contract, it was agreed that by February 15, 2016 (hereinafter: "the Deferred Closing"), shareholders in KAHR and others with be entitled to invest in the same conditions at an overall sum of up to an additional USD 3 million, provided that the total overall investment will not exceed USD 15 million (in addition to the convertible loans), and on the condition that the existing shareholders will provide notice of their intentions to participate by January 4, 2016.
It was also agreed that if in the Deferred Closure, the Company will invest an amount of at least USD 750 thousand, the Company will maintain the right to appoint three of the six members of KAHR's Board of Directors.
The Company is examining the possibility to invest the required amount to maintain the right to appoint three Directors at the time of the Deferred Closure, in accordance to its financial sources.
The Board of Directors of the company approved the delay in reporting regarding the Investment in accordance with Rule 36 (b) of the Securities Regulations (Periodic and Immediate Reports
Since such a pronouncement could have prevented the investment and completion of the transaction, in light of the explicit demand of the investors did not announce publicly stated.
HBL- Hadasit Bio-Holdings Ltd.
By: Ms. Tamar Kfir, CEO