ISRAEL Law and Practice Contributed by: Barak Platt, Micki Shapira and Moshe Pasker, Arnon, Tadmor-Levy
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 pro - spectus must be audited/reviewed in line with the International Financial Reporting Standards (IFRS). In certain circumstances, there may also be an obligation to include pro forma financial statements (for example, in the case of a sig - nificant business combination or the sale of a substantial part of the company’s operations). In the case of a public company acquiring secu - rities or assets of another company, the acquir - ing company is required to include key financial details of the acquired company in the transac - tion report. This includes information about total assets and liabilities and revenue and profit of the acquired company and must specify the accounting principles used to reach these fig - ures. 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 valu - ation reports of the target company. In certain circumstances, there is an obligation to include these in the company’s public reports. Additionally, the ISA has the authority to require disclosure of certain documents in full, in special ad hoc cases where the ISA deems this to be necessary for proper disclosure to the public.
Should a deal result in changes to the corporate details (such as changes in the company’s capi - tal, board of directors, articles of association, etc), the parties are required to notify the Israeli Registrar of Companies of these changes shortly after the transaction. 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 approval 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 placement 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 com - pany is the controlling shareholder, the report on the transaction must include additional informa - tion. In private companies, any issuance of shares requires an update to the Israeli Registrar of Companies, shortly after it is completed.
936 CHAMBERS.COM
Powered by FlippingBook