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Electra

 

 The Company hereby announces that today, 16 June 2015, the binding agreement (Hereinafter The Agreement) with regards to the acquisition of 60% of the share capital of Tavas Cleaning, Guarding and Security Services Ltd. (Hereinafter Tavas and The Sold Shares) from its shareholders the Ilan Brothers, Yoav and Meir Shimoni (Hereinafter Current Shareholders in Tavas) by a wholly owned subsidiary of the Company Electra F.M. Buildings and Systems Maintenance Ltd. (Hereinafter The Subsidiary and The Transaction respectively) goes into effect. Tavas specializes in the supply of cleaning services, supplementary activity to the operations of the subsidiary. Completion of the Transaction is subject to approval of the Anti-trust Commissioner. 

In consideration for the Sold Shares, the subsidiary will pay on the date of completion an amount of NIS 25,200,000 in cash (Hereinafter The Consideration). Furthermore, should the net profit of Tavas between 2015-2017 exceed NIS 18,000,000 aggregate, the subsidiary will pay an additional NIS 3,600,000. 

In addition, the Transaction includes a CALL/PUT options for the purchase / sale of the balance of issued and paid-up share capital of Tavas, whose first date of disposal occurs after approval of the Tavas financial statements for 31.12.2020. 

As part of the Transaction, the parties will sign on the date of completion a shareholders agreement as well as management agreements between Tavas and the Company owned by current Tavas shareholders, to provide management services to Tavas for a period of six years. 

The Agreement between the Parties was signed on 9 June 2015, but its validation was suspended and contingent upon the arrival of several agreements that were achieved today, and the Company is now publishing this report, since it believes there was concern that publication prior to the date of validity of the Agreement would have prevented completion of the Transaction.