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December 31st, 2017

Gornitzky represents Priority Software in its acquisition of Acclivity LLC.

Gornitzky represented Priority Software in its acquisition of Acclivity LLC, a U.S. based ERP software developer for small and mid-size companies worldwide, and its affiliated LLCs.

Priority is a portfolio company of Fortissimo Capital, a prominent Israeli private equity fund and this is its fourth acquisition in recent months represented by our firm.

Priority was represented by Chaim Friedland (Partner), Sagit Amit Evan (Senior Associate), Nir Knoll (Associate).

November 13th, 2017

Gornitzky represents underwriters in RedHill Biopharma’s USD 22.5 million public offering.

Gornitzky represented the underwriters, led by Cantor Fitzgerald and Nomura Securities, in RedHill Biopharma’s USD 22.5 million underwritten public offering of American Depositary Shares (ADSs) on the NASDAQ Capital Market. RedHill Biopharma Ltd., a biopharmaceutical company primarily focused on the development and commercialization of late clinical-stage, proprietary, orally-administered, small molecule drugs for the treatment of gastrointestinal and inflammatory diseases and cancer, is dually traded on the NASDAQ and the Tel Aviv Stock Exchange (NASDAQ: RDHL, TASE: RDHL).

 

Cantor Fitzgerald and Nomura Securities acted as joint book-running managers for the offering. SMBC Nikko Securities acted as lead manager and H.C. Wainwright and Roth Capital acted as co-managers for the offering.

 

The underwriters were represented by Chaim Friedland (Partner), Ari Fried (Partner) and Nir Knoll (Associate).

September 12th, 2017

Gornitzky represented Bank Hapoalim in a motion to approve a class action filed against it.

Gornitzky represented Bank Hapoalim in a motion to approve a class action filed against the Bank and its officers, in which it was argued that the bank refrained from including in its financial statements, the fact that provisions were made, pertaining to the investigation being conducted against the Bank in the United States. The motion allegedly claims that this is in fact material information which the Bank was required to disclose, in order not to mislead investors who purchased the Bank's shares.

 

Judge Ruth Ronen dismissed the motion in her ruling last week.

 

Bank Hapoalim was represented by Pinhas Rubin (Chairman of the Firm), Yaron Elhawi (Partner) and Shirin Gabbay-Metzeger (Associate).

August 31st, 2017

Gornitzky represents Bezeq in a motion to hold an additional court session regarding the Supreme Court's ruling on the matter of dividend distribution.

Gornitzky represented Bezeq, the Israeli Communication Corp. Ltd,. in a motion to hold an additional Supreme Court session regarding its ruling from December 2016, which dismissed an appeal over the District Court's ruling that denied motions to approve a derivative lawsuit on behalf of Bezeq, in relation to capital reduction and dividend distribution executed by Bezeq. In her decision, Supreme Court President, Justice Naor, denied the plaintiff's motion to hold an additional court session, stating that the motion does not fall within the rare cases which justify holding an additional hearing.

Bezeq was represented by Pinhas Rubin (Chairman of the Firm), Lior Porat (Managing Partner), Asaf Avtuvi (Partner) and Ehud Katzenelson (Associate).

May 5th, 2017

Gornitzky represents Alcobra Ltd. in blocking an attempted hostile takeover.

A private investment fund, holding a certain amount of the company's shares, called for the immediate assembly of an extraordinary general meeting of shareholders, in order to remove the existing Directors and replace them with its own. Following Alcobra's refusal, based on legal advice provided by our firm, the investment fund chose to unilaterally summon an extraordinary general meeting during the month of May. Following our appeal to the Tel Aviv District Court for Economic Affairs, an injunction was issued, prohibiting the investment fund from sending out summons and proxies to the company's shareholders in Israel and abroad. At the end of the day, the sides reached an agreement, according to which it was agreed that the extraordinary general meeting of shareholders summoned by the investment fund shall be cancelled and the company shall convene its annual general meeting on July 20, 2017.

Alcobra Ltd. was represented by Kfir Yadgar (Managing Partner), Chaim Friedland (Partner), Ari Fried (Partner), Ofer Fleischer (Partner), together with Associates Shiran Knafo and Gil Palkovic

April 5th, 2017

Gornitzky represents Mobile operator Golan Telecom, which was acquired by Electra Consumer Products (ECP) for NIS 350 million.

Upon receiving all necessary regulatory approvals, the acquisition of Golan Telecom by ECP for NIS 350 million has been completed. The deal was signed at the start of January 2017, and upon completion of ECP's due diligence and receipt of all regulatory approvals, the deal was consummated with ECP acquiring control of Golan Telecom.


Golan Telecom and its shareholders were represented by Chaim Friedland (Partner, Corporate), Lior Porat (Partner, Telecoms), Avner Finkelshtein (Partner, Antitrust), together with Avi Meer, Asaf Avtuvi and Noa Schweitzer.

 

December 19th, 2016

Gornitzky represents Sabon Shel Pa’am and its Shareholders in the Sale by its shareholders of approximately 70% of the shareholding of Sabon to Yves Rocher Group

Gornitzky represented Sabon Shel Pa’am (“Sabon”) and its Shareholders in the sale by its shareholders of approximately 70% of the shareholding of Sabon to Yves Rocher Group. Sabon is a leading producer and retailer of cosmetic, body care, home style and ambience products sold in concept stores around the world. Yves Rocher is a worldwide cosmetics and beauty brand, based in La Gacilly, France. Yves Rocher is present in 88 countries on five continents

As part of the transaction, the selling shareholders will continue to hold a significant position in the global company and shall take an active role in the management of the company for the next several years, after which they shall have an exit right. In addition to negotiating the sale agreement, we were required to negotiate a shareholders agreement between Yves Rocher and the selling shareholders for the relationship between the parties and the management of the companies.

For further reading in the Marker (Hebrew)

Sabon Shel Pa’am (“Sabon”) and its Shareholders is represented by Chaim Friedland (partner), Yehonatan Raff, Yoav Meer, Sam Berkowitz, Danielle Skald (tax) and Bar Sarafian (labour)

April 11th, 2016

Gornitzky & Co. is representing AHAVA shareholders in connection with the sale of 100% of AHAVA's shares to Fosun Group for an aggregate price of NIS 290 million

Gornitzky represented the shareholders of AHAVA - Dead Sea Laboratories Ltd., a manufacturer of cosmetic products composed of mineral-rich mud from the Dead Sea. Its products are sold in over 25 different countries. Gornitzky advised the shareholders in connection with the sale of 100% of the shares to the large Chinese investment conglomerate, Fosun Group, for an aggregate price of NIS 290 million. Within the framework of the agreement, Fosun will purchase the share capital of all of AHAVA’s shareholders, Gaon Holdings, the Livnat family, Shamrock Israel Growth Fund, Kibbutz Mitzpeh Shalem and Kibbutz Kalia.

 

See related article in Globes, one of Israel’s leading financial daily newspapers.

 

The shareholders were represented by Chaim Friedland (Partner, Corporate/M&A), Yoav Meer  (Corporate), Nir Knoll (Corporate), Danielle Skald (Tax), Bar Sarafian (Employment)

March 16th, 2016

Gornitzky represented Osem in a motion to deny an urgent petition by one of Osem's shareholders to grant temporary relief, for the purpose of postponing the general meeting of Osem's shareholders

Gornitzky & Co. represented Osem Investments Ltd. (TASE: OSEM, a part of the Nestle group)  in a motion to deny an urgent petition by one of Osem's shareholders to grant temporary relief, for the purpose of postponing the date on which the general meeting of Osem's shareholders is scheduled to take place (March 17th, 2016). The meeting's agenda will include the approval of the reverse triangular merger between Osem and Nestle, in which Nestle is expected to purchase public holdings in Osem, which in turn will become a private company under Nestle's full ownership.

 

Osem Investments Ltd. was represented by Adv. Noam Ronen (Partner) and Adv. Tom Alkalay

January 16th, 2014

Gornitzky represented Shilav Group Ltd. in the sale of all of its shares in Tiny Love Ltd. and affiliated companies.

Gornitzky represented Shilav Group Ltd. in the sale of all of its shares in Tiny Love Ltd. and its U.S. and Chinese affiliates to Dorel Industries Inc. (TSX: DII/B), a Canadian corporation based in Quebec. Dorel Industries designs and manufactures for three areas: juvenile, home furnishings and recreational/leisure. The purchase price was not disclosed.

 

Tiny Love Ltd. is in the business of designing, developing and supplying retailers and distributors with activity gyms, mobiles, baby gear, baby toys and on-the-go baby toys.

 

Shilav Group Ltd. was represented by Chaim Friedland (Partner), Timor Belan (Partner), Avner Finkelshtein (Partner, Antitrust) and Yoav Meer.

June 4th, 2013

Gornitzky & Co. represented Starhome BV in their purchase of MACH, which is being divested by Syniverse Technologies LLC.

Gornitzky & Co. represented Starhome BV in their purchase of MACH’s data clearing and NRTRDE business within the European Economic Area, under a corporate divestiture by Syniverse Technologies LLC, as mandated and instructed by the European Commission (antitrust). The acquisition is contingent upon approval of the transaction by the European Commission and other applicable jurisdictions.

 

Starhome is a leading global provider of international roaming solutions and their products are used by more than 200 mobile operators worldwide, including by 20 of the 30 largest operators in the world. MACH is a leading provider of cloud-based managed communication services worldwide.

 

Starhome BV was represented by Chaim Friedland (Partner, Corporate/M&A), Yoram Arad (Partner, Technology/Commercial), Yisrael Spero (Partner, Corporate/M&A/Regulatory), Yehonatan Raff, Avi Meer and Ariel Davis.

September 27th, 2012

Gornitzky & Co. represented Yitzhak Tshuva in the successful negotiations for securing a debt settlement between Delek Real Estate Ltd. and its bondholders.

Gornitzky & Co. represented Yitzhak Tshuva in the successful negotiations  for securing a debt settlement between Delek Real Estate Ltd. and its bondholders.

 

After over a year of negotiations between Delek Real Estate, controlled by Yitzhak Tshuva, and its bondholders, a debt settlement was finally signed, which will involve a 65% discount on the NIS 2.15 billion owed to the bondholders.  The settlement was approved by the Tel Aviv District Court.

 

Yitzhak Tshuva was represented by Mr. Pinhas Rubin (Firm Chairman) and Mr. Ofer Tzur (Partner, Head of Litigation).

June 26th, 2011

Gornitzky & Co. represented O.P.C. Rotem Ltd. in signing a USD 2 billion PPA (power purchase agreement) with several companies of the Azrieli Group, including Supergas, the Palmachim desalination plant and G.E.S. Ltd

Gornitzky & Co. represented O.P.C. Rotem Ltd., an Independent Power Producer owned by Israel Corporation Ltd. (TASE: ILCO), in signing a USD 2 billion power purchase agreement with several companies of the Azrieli Group, including Supergas Israel Gas Distribution Co. Ltd., the Palmachim desalination plant and G.E.S. Global Environmental Solutions Ltd. The agreement states that O.P.C Rotem Ltd. will provide electricity to the Azrieli Group for 10 years starting in 2012. The agreement is estimated to be worth USD 1 billion, and may reach a value of USD 2 billion.

 

O.P.C. Rotem Ltd. is in the process of developing a 440 MW gas fired IPP in Israel, which is intended to be the first in Israel of such scale. Such power purchase agreements negotiated and executed with a variety of electricity purchasers are groundbreaking in the Israeli market.

 

The team handling the representation included Mr. Jack Smith (Partner) and Mr. Moshe Krieger.

November 21st, 2017

Gornitzky represents Piper Jaffray in VBL Therapeutics’ USD 18.75 million follow-on offering on NASDAQ.

Gornitzky represented Piper Jaffray in Vascular Biogenics Ltd.’s (operating as VBL Therapeutics) USD 18.75 million follow-on offering on the NASDAQ Global Market. VBL Therapeutics is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of first-in-class treatments for cancer.

Piper Jaffray & Co. acted as the sole manager for the offering.

The underwriters were represented by Chaim Friedland (Partner) and Ari Fried (Partner).

September 19th, 2017

Gornitzky represents Delek Group in the sale of the Phoenix shares.

Gornitzky represented Delek Group Ltd. in a transaction for the sale of 4.9% of the share capital of the Phoenix Holdings Ltd., and for the grant of an option to the buyer to acquire the remaining shares held by Delek Group (totaling 52.25%) and thus control of the company. The aggregate consideration payable upon the sale of 4.9% and the exercise of the option equals approximately NIS 2.5 billion. The Phoenix Holdings holds the Phoenix Insurance Company, one of Israel's largest insurance companies, and Excellence, one of Israel's largest investment houses.

 

Delek Group was represented by Pinhas Rubin (Head of the Firm), Elite Elkon (Partner), Ori Yitzhak (Partner), together with Avi Meer and Alon Peled (Associates).

September 5th, 2017

Gornitzky successfully represents Luzon Group in a claim regarding Dorad Power Plant shareholders.

Gornitzky represented Luzon Group in a claim in which the group declared that the lien of shares of Dori Energy (a shareholder in the Dorad power plant),serving as a security for an NIS 1.8 million bond-raising, does not necessarily prompt the right of first refusal incorporated in the Dorad Power Plant shareholders' agreement.


At the end of the proceeding, a meticulous ruling was issued, accepting the claim in full and ordering high expenses to be paid to the company. The ruling dealt with fundamental, complex commercial and corporate issues and the manner in which they are to be applied in the area of financial and contractual conduct of public corporations.


The company was represented by Eli Cohen (Partner) and Associates Daniel Lasry and Alex Feldsher.

August 20th, 2017

Gornitzky represents the controlling shareholders of Platforma Marketing Communication Ltd.

Gornitzky represented the controlling shareholders of Platforma Marketing Communication Ltd. in a claim which was filed against them, for alleged minority oppression. At the end of the proceeding, which lasted for six years, the claim was fully dismissed. Unlike many oppression claims, the Court did not see fit to order a "separation of forces" between the shareholders in the company, despite the apparent crisis of confidence amongst the company's shareholders and despite the fact that the controversy led to additional legal proceedings. Moreover, dividends from the company's treasury were not distributed and a principle disagreement erupted over the identity of the Dircetor soon to be appointed. The Court remained undeterred by the events and dismissed the claim.

 

The company was represented by Kfir Yadgar (Managing Partner) and Associates Ehud Katzenelson and Inbal Ronel.

 

April 12th, 2017

Gornitzky represents the Phoenix in a temporary injunction halting the sale of Arena's major assets.

The Phoenix Insurance Company was granted a temporary injunction halting the sale of Arena Group's major assets.

 

Within the framework of an originating motion in the matter of the Phoenix's right of first refusal in the Star Center Mall in Ashdod, the Tel Aviv District Court halted a proceeding executed by Arena Group for the sale of Star Center Mall in Ashdod and Arena Mall in Nahariya. The two malls were offered for sale as a whole, with the intention of unlawfully bypassing the Phoenix's right to first refusal. On Passover eve, the court ruled that at this stage, no communication shall be conducted regarding the transfer of any rights to the land on which the Star Center Mall in Ashdod is located, and that the temporary injunction shall remain in effect until another decision is reached in the case.

 

The Phoenix Insurance Group was represented by Noam Ronen (Partner) and Daniel Barlev.

February 26th, 2017

Gornitzky represents 'Dan Group' in a complex purchase transaction to sell "Lahav Warehouse" retail, a supermarket chain held by Dan Group, to 'Freshmarket' Ltd.', for an amount exceeding NIS 90 million

Gornitzky represents 'Dan Group' in a complex purchase transaction to sell "Lahav Warehouse" retail, a supermarket chain held by Dan Group, to 'Freshmarket' Ltd.', for an amount exceeding NIS 90 million. As part of the transaction, our legal team dealt with various legal aspects regarding M&A, Antitrust, Corporate, etc. Moreover, as part of the transaction's condition precedents, the parties were obligated to receive the Israeli Antitrust Commissioner's approval for the acquisition, as well as to receive the consent of the lessors of the properties on which Lahav Warehouse supermarkets operated, in order to assign the relevant leases to Freshmarket Ltd.

 

Dan Group was represented by Kfir Yadgar (partner), Yiftah Farber (partner) and Maya Dvir.

July 20th, 2016

Yet another successful year and recognition of our outstanding abilities! This year, as in previous years, the esteemed ranking guide, Coface Bdi, top ranked our firm in 14 Tier 1 categories

Yet another successful year and recognition of our outstanding abilities! This year, as in previous years, the esteemed ranking guide, Coface Bdi, top ranked our firm in 14 Tier 1 categories. The leading rankings include Banking & Finance, Tax, Litigation & Dispute Resolution, Mergers & Acquisitions, Capital Markets & Securities, Infrastructure & Project Finance, Energy & Natural Resources, Corporate, Real Estate & Construction, Real Estate taxation, Class Actions & Derivative Suits, Telecoms & Media, Restructuring & Insolvency, Trusts, Estates & Wealth Management.

March 30th, 2016

Dan Public Transportation Ltd. sold 50% of its land rights in Bnei Brak to Ashtrom Properties Ltd.. The two plan to construct, among others, three office buildings, as well as a commercial complex

Dan Public Transportation Ltd. And Ashtrom Propertie Ltd. completed a transaction to sell 50% of the rights in the Dan Garage in Bnei Brak to Ashtrom for 100 million NIS.

 

According to the agreement, Dan and Ashtrom will establish a partnership, in which they will realize the land rights in order to build an office and commercial complex in the extent of 1000 sqm., including two buildings.

 

The said land is about 3.3 acres in the city of Bnei Brak. Today, it serves as a garage and bus parking lot for Dan. The partnership intends to construct three office buildings, about 35 floors each, as well as a commercial complex. In the first stage, a 40,000 sqm. tower will be built, followed by an additional similar tower, which will include, among others, commercial areas, offices and upper and underground parking lots. Simultaneously, the partnership will act to receive additional rights which will enable the construction of the third tower.

 

See full story (Hebrew)

 

Dan Group was represented by Adv. Shlomo Cohen (Partner) and Adv. Lior Relevy (Partner) and Lior Grinblat

October 21st, 2015

Gornitzky represented Lumen Capital controlled by the Weil family in its successful bid for and acquisition of the "Nesher" cement production facility in Hartuv, Israel

Gornitzky represented Lumen Capital controlled by the Weil family in its successful bid for and acquisition of the "Nesher" cement production facility in Hartuv, Israel. The sale of this facility by Nesher Israel Cement Enterprises Ltd. was carried out pursuant to the divestiture order of the Israeli Antitrust Commissioner. As a result of this transaction the cement production market has been opened to competition after a period of 67 years of being subject to a complete and exclusive monopoly held by Nesher.

The Gornitzky team was led by Partners Itay Geffen (Corporate, Infrastructure & Project Finance), Chaim Friedland (Corporate, Mergers & Acquisitions), Avner Finkelshtein (Antitrust) and associate Yael Kleinman.

July 25th, 2013

Gornitzky represented Terra Group in their partnership with Boulevard Group in a combination deal for the construction of 200 residential units and a commercial center in Tel Aviv.

Gornitzky represented Terra Group in their partnership with Boulevard Group in a combination deal for the construction of 200 residential units and a commercial center in Tel Aviv. The project will be built on an area of 3 dunam in the Florentine neighborhood of Tel Aviv.

 

Terra Group was represented by Timor Belan (Partner) and Lior Relevy.

November 26th, 2012

Gornitzky & Co. represented Terra Group in a joint venture with the Boulevard Real Estate Group for the purchase of 1.7 dunam in Ramat Gan for NIS 40 million.

Gornitzky & Co. represented Terra Group in a joint venture with the Boulevard Real Estate Group for the purchase of 1.7 dunam in Ramat Gan for NIS 40 million.

 

Terra Group, a 30% stakeholder in the project, and Boulevard Real Estate Group will utilize the land for the construction of a new housing project, which will include at least 9 floors and 100 residential units.

 

Terra Group was represented by Timor Belan (Partner) and Lior Relevy.

April 30th, 2012

Gornitzky represented Kadimastem Ltd. in their successful negotiations with Merck Serono S.A. for the entry into a long-term collaboration between the companies in drug discovery and screening to discover new drugs for the treatment of Multiple Sclerosis.

Gornitzky represented Kadimastem Ltd. in their successful negotiations with Merck Serono S.A. for the entry into a long-term collaboration between the companies in drug discovery and screening to discover new drugs for the treatment of the neurological disease Multiple Sclerosis. As part of the joint project between the two companies, Kadimastem's innovative and breakthrough platform, using human stem cells-derived functional tissues, will be applied to test potential new drugs for the treatment of the neurological disease.

 

Kadimastem is an Israeli biotechnology company focused on the industrial development and commercialization of human pluripotent stem cell-based products for the pharmaceutical and/or medical treatment of diabetes, neurodegenerative diseases and other indications.

 

Mr. Yoram Arad (Partner) and Mr. Idan Baki (Partner) led the representation.