ISRAEL Law and Practice Contributed by: Barak Platt, Micki Shapira, Liron Hacohen and Nataly Margalit, Arnon, Tadmor-Levy
parties are required to notify the Israeli Registrar of Companies of these changes shortly after the transac - tion. The Registrar’s records are publicly accessible. 7.2 Type of Disclosure Required In the case of a company issuing its shares to the public for the first time (ie, an initial public offering), or a public company wishing to issue additional shares to the public, the company is required to publish a prospectus that includes extensive information about the offering, as well as the company’s activities and financial results. This prospectus is subject to approv - al by the ISA and the TASE, if the shares are listed for trading on the TASE. In the case of a public company conducting a private placement, it is required to publish a private place - ment report that includes certain details about the issuance, such as the number of shares issued, the offerees, price, and more, depending on the type of the private placement (regular/material/extraordinary). For example, in the case of a material/extraordinary private placement, if the issuance is made as part of a transaction, the company is required to disclose details about the transaction and its terms. Where the acquirer of shares in a public company is the controlling shareholder, the report on the transac - tion must include additional information. In private companies, any issuance of shares requires an update to the Israeli Registrar of Companies, short - ly after it is completed. Recommendations to Change the Scope of Reporting Required of Public Companies In January 2026, the special committee established by the ISA to review disclosure requirements in periodic and special reports published its principal recommen - dations for reforming the reporting regime applicable to public companies in Israel. The committee’s main recommendation was to reduce the disclosure of information that is not material to shareholders, on the grounds that an excess of imme - diate reports regarding non-material events places an unnecessary burden on shareholders and makes
it more difficult for them to identify information that is important to them. Among the recommendations relevant to the M&A transactions, the committee recommended deferring disclosure until the signing of a binding agreement and cancelling the obligation to report on negotiations conducted by the company, as well as on the execu - tion of a non-binding memorandum of understanding in connection with a merger transaction or an acquisi - tion transaction. At this stage, the committee’s recommendations are non-binding and are subject to approval by the ISA. 7.3 Producing Financial Statements In general, a bidder in a tender offer is not required to include financial statements in their offer, unless the consideration in the tender offer is in securities. In this case, the tender offer must include a prospectus that has been approved by the ISA, which includes the financial statements of the relevant company. The financial statements included in the prospectus must be audited/reviewed in line with the Interna - tional Financial Reporting Standards (IFRS). In cer - tain circumstances, there may also be an obligation to include pro forma financial statements (for example, in the case of a significant business combination or the sale of a substantial part of the company’s opera - tions). In the case of a public company acquiring securities or assets of another company, the acquiring company is required to include key financial details of the acquired company in the transaction report. This includes infor - mation about total assets and liabilities and revenue and profit of the acquired company and must specify the accounting principles used to reach these figures. 7.4 Transaction Documents In general, there is no obligation for a public company to disclose full copies of transaction documents in its reports. However, there are two main exceptions: financial statements and valuation reports of the target company. In certain circumstances, there is an obliga - tion to include these in the company’s public reports.
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