The capital markets and securities department at Erdinast, Ben Nathan, Toledano & Co. provides comprehensive legal advice to public and private entities in Israel and abroad, as well as to their respective boards of directors and office holders, in every aspect of corporate and securities laws, as well as corporate governance rules.
Our department advises on capital and debt raisings (initial and secondary) of Israeli and international companies, and on all matters relating to the issuance of various financial instruments (including shares, bonds, hybrid securities, securitization instruments and ICOs), on stock exchanges in Israel and abroad, as of the initial stages of the process. We provide ongoing counsel on a wide variety of matters such as private placements, controlling shareholders’ transactions, M&A transactions, observance of adequate corporate governance and meeting the reporting duties in accordance with securities and companies laws; all while factoring the involved business considerations (such as investors, underwriters and representatives of institutional bodies), and the requirements of the applicable governmental and regulatory authorities (such as the Israel Securities Authority, the Tel Aviv Stock Exchange and the Commissioner of Capital Markets Insurance and Savings Division).
Our team advises on various and complex M&A transactions, in close cooperation with the M&A department, including in connection with ‘going private’ transactions by way of merger and tender offers, purchase of control in reporting entities, and more.
In addition, our department regularly advises clients on all aspects of corporate governance and compliance and enforcement policies, which have become an increasingly present topic in recent years. As part of such services, our team formulates and implements a wide variety of policies and mechanisms to satisfy the various regulatory requirements and work towards preventing the client’s exposure to possible sanctions (whether criminal, administrative or civil). We accompany our clients on an ongoing basis, updating and adjusting such policies and mechanisms in accordance with various regulatory changes.
Members of our team have extensive experience in the field and a deep familiarity with the local and international capital markets, while placing importance on providing a personalized, thorough, innovative and comprehensive service to our clients.
- Debt issuances, including by Dor Alon, Blue Square, Taavura Group and Maman; In 2017 the department accompanied issuances in a total amount exceeding NIS1 billion.
- Going private transactions, including the purchase of Naaman Group and Nisko Electricity’s shares by way of tender offers.
- Application to the ISA for the inclusion of a foreign stock exchange in the 2nd addendum to the Israeli Securities Law, in order to allow companies traded on such stock exchange to be dually listed on the TASE.
- Bio-View, Data JCE and Nisko Electricity in their IPO on the TASE.
- Incredimail in its IPO on the NASDAQ and its registration on the TASE, as part of its dual listing.
- Reverse triangular merger of a subsidiary of Access Industries with Clal Industries Ltd. in consideration for approximately US$350 million.
- Representation of Mizrahi Tefahot Bank in its contemplated M&A transaction for the ultimate merger of Union Bank of Israeli, with and into Mizrahi, by way of issuing Mizrahi shares to Union Bank shareholders.
- Representation of XIO Group in its contemplated NIS1.8 billion acquisition of Meitav Dash Investments which included the issuance of new debentures as one of two alternative methods of the merger consideration.