YAVNE, Israel, April 22, 2019 G. Willi-Food International
Ltd. (NASDAQ: WILC) (the "Company" or
"Willi Food"), a global food company specializing in the
development, manufacturing, marketing and international
distribution of kosher foods, announced today that following
reports in the Israeli media, it has signed two separate
memorandums of understanding which are independent of each other
(the "MOU's" and the "Transactions", as the case may be).
The following are details of the main terms of the MOU's:
1. Memorandums of
understanding for an investment in Bikurei Hasadeh North 1994 Ltd.
("Bikurei Hasadeh" and "Bikurei Hasadeh MOU",
respectively):
About Bikurei Hasadeh
Bikurei Hasadeh is a private company engaged in the import,
distribution and marketing of fresh fruits and vegetables to the
retail and institutional market in Israel.
Main terms of the Bikurei Hasadeh MOU
Subject to the signing of a definitive agreement to be agreed
between the parties which will be based on the principles set out
in the Bikurei Hasadeh MOU, and the fulfillment of all the
conditions precedent set out in in such definitive agreement,
Bikurei Hasadeh will issue to the Company 41% of its issued share
capital on a fully diluted basis, for consideration of NIS 70 million (the "Issuing").
Simultaneously with the execution of the Issuing, the founding
shareholders of Bikurei Hasadeh will sell to the Company 10% of the
issued share capital of Bikurei Hasadeh (the "Sale"). After
the Issuing and Sale, the Company would hold 51% of the share
capital of Bikurei Hasadeh, on a fully diluted basis.
The Bikurei Hasadeh MOU includes conditions precedent which are
customary in agreements of this kind, including the completion of a
due diligence within 90 days of the signing of the Bikurei Hasadeh
MOU.
2. Memorandums of
understanding for an investment in Miki Food Industries Fish and
Salads (1992) Ltd. ("Miki" and the "Miki MOU",
respectively)
About Miki
Miki is a private company engaged in the production of a wide range
of salads, fish salads and smoked fish products.
Main terms of the Miki MOU
Subject to the signing of a definitive agreement to be agreed
between the parties which will be based on the principles set out
in the Miki MOU, and the fulfillment of all the conditions
precedent set out in such definitive agreement, the Company and
Miki will establish a new company (the "NewCo"), which will
acquire and receive from Miki, by way of assignment, all of the
assets and activities of Mickey (other than land rights) which are
related to its business activities and are transferrable (the
"Purchased Assets").
Upon the completion of such Transaction, if and to the extent
completed, the Company will hold 70% of NewCo's share capital (on a
fully diluted basis) and Miki will hold 30% of NewCo's share
capital (on a fully diluted basis).
In consideration for the Purchased Assets, NewCo will pay
NIS 10 million, plus VAT.
In addition, the Company will extend to NewCo a shareholders'
loan in the amount of NIS 5
million.
The Miki MOU includes conditions precedent which are customary
in agreements of this kind, including the completion of a due
diligence within 90 days of the signing of the Miki MOU.
There is no guarantee that any of the Transactions will be
completed and/or what will be the final terms of the Transactions,
if and to the extent completed.
ABOUT G. WILLI-FOOD INTERNATIONAL LTD.:
G. Willi-Food
International Ltd. (http://www.willi-food.com) is an Israeli-based
company specializing in high-quality, great-tasting kosher food
products. Willi-Food is engaged directly and through its
subsidiaries in the design, import, marketing and distribution of
over 600 food products worldwide. As one of Israel's leading food importers, Willi-Food
markets and sells its food products to over 1,250 customers and
2,500 selling points in Israel and
around the world including large retail and private supermarket
chains, wholesalers and institutional consumers. The Company's
operating divisions include Willi-Food in Israel and Gold Frost, a wholly owned
subsidiary who designs, develops and distributes branded kosher,
dairy-food products.
FORWARD LOOKING STATEMENT
This press release
contains forward-looking statements within the meaning of safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 relating to future events or our future performance, such
as statements regarding trends, demand for our products and
expected sales, operating results, and earnings. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from any
future results, levels of activity, performance or achievements
expressed or implied in those forward-looking statements. These
risks and other factors include but are not limited to: the risk
that the potential acquisitions described in this press release
will be completed, monetary risks including changes in marketable
securities or changes in currency exchange rates- especially the
NIS/U.S. Dollar exchange rate, payment default by any of our major
clients, the loss of one of more of our key personnel, changes in
laws and regulations, including those relating to the food
distribution industry, and inability to meet and maintain
regulatory qualifications and approvals for our products,
termination of arrangements with our suppliers, loss of one or more
of our principal clients, increase or decrease in global purchase
prices of food products, increasing levels of competition in
Israel and other markets in which
we do business, changes in economic conditions in Israel, including in particular economic
conditions in the Company's core markets, our inability to
accurately predict consumption of our products and changes in
consumer preferences, our inability to protect our intellectual
property rights, our inability to successfully integrate our recent
acquisitions, insurance coverage not sufficient enough to cover
losses of product liability claims, risks associated with product
liability claims and risks associated with the start of credit
extension activity. We cannot guarantee future results, levels of
activity, performance or achievements. The matters discussed in
this press release also involve risks and uncertainties summarized
under the heading "Risk Factors" in the Company's Annual Report on
Form 20-F for the year ended December 31,
2018, filed with the Securities and Exchange Commission on
March 27, 2019. These factors are
updated from time to time through the filing of reports and
registration statements with the Securities and Exchange
Commission. We do not assume any obligation to update the
forward-looking information contained in this press
release.
Company Contact:
G. Willi - Food International Ltd.
Amir Kaplan, Chief Financial
Officer
(+972) 8-932-1000
amir.k@willi-food.co.il
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SOURCE G. Willi-Food International Ltd.