PRACTICE AREAS

Zellermayer, Pelossof, Rosovsky, Tsafrir, Toledano & Co. is one of Israel's leading M&A firms.  We are active in domestic and cross-border corporate transactions, including high-profile major corporate mergers, acquisitions and leveraged buy-outs, strategic alliances, divestitures, as well as private equity investments and change of control transactions, advising buyers, sellers, financial institutions and others in all the aspects of the transaction.
 
Our understanding and familiarity with the legal issues and the market enables us to effectively provide counsel in all stages of the transaction, from initial negotiations and tax planning, through legal due diligence, antitrust and other regulatory filings, consents and approvals, covering various securities issues, labor and employment, real estate and more.

We also have a distinguished track record of success in obtaining antitrust clearance for complex transactions among significant participants in a wide range of industries, and in obtaining other governmental licenses and consents related to transactions, such as the approval of the Chief Scientist Office of the State of Israel for the transfer of intellectual property outside of Israel, and obtaining tax rulings to ensure that transactions do not cause a tax event.

• Permira, one of the largest European private equity funds, in the acquisition of approx. 56% (with an option to 61%) in Netafim Ltd., a global leader in the realm of smart drip and micro irrigation solutions for sustainable agriculture, at a company value of approx. US$870 Million from the Kibbutzim 'Yiftach' and 'Magal', and the Israeli funds Markstone Capital and Tene Investments. Our firm provided legal consultation to Permira in all aspects of the acquisition transaction, from initial negotiations, through legal due diligence and other regulatory issues. Our firm further represented Permira before Bank Hapoalim in connection with the future refinancing of the Netafim group.
• S1 Corporation, a Delaware corporation traded on the NASDAQ, in a US$700 Million stock-for-stock merger transaction with Fundtech Ltd., an Israeli company controlled by Clal Industries from the IDB Group (dual listed on TASE and NASDAQ).
• Apax Partners, a global multi-billion-dollar private equity fund, in the acquisition of approximately 76% of Psagot Investment House, the largest investment house in Israel, from York Capital in exchange for NIS2.1 billion. Our firm further represented Apax before the Israeli banks in connection with the financing arrangements involved in this transaction.
• The Saban Group, Apax Partners and Mori Arkin (the controlling shareholders of Bezeq, the largest communication corporation in Israel), in the sale of all of their holdings in Bezeq of approximately 30.66% to 012 Smile Communications Ltd., a public company which is indirectly controlled by a local businessman named Shaul Elovitch in exchange for over NIS6.5 billion (US$1.765 billion).
• The Saban Group, Apax Partners and Mori Arkin, in a partial exit transaction involving the sale of 10% of the group's holdings in Bezeq through Citibank as a placing agent, in exchange for an aggregate consideration of approximately NIS1.9 billion. 
• The Saban Group, Apax Partners and Mori Arkin in their acquisition of a controlling interest in Bezeq, the largest communications provider in Israel, for approximately US$1 billion and on-going matters relating to their controlling interest in Bezeq. Our firm further represented the group before the Israeli banks in connection with the financing arrangements involved in this transaction.
• The Saban Group, Apax Partners and Mori Arkin in exercising their option to acquire an additional 10% stake in Bezeq's share capital from the State of Israel for approximately NIS1.1 billion, including representing the group in negotiations with the Israeli banks in connection with the financing of this acquisition.
• Apax Partners in the purchase of a controlling interest in Tnuva, Israel’s largest dairy and food manufacturer and distributer, for approximately US$1 billion. Our firm further represented Apax before the Israeli banks in connection with the financing arrangements involved in this transaction.
• The Gores Group, a US private equity firm, in a transaction for the purchase of Gilat Satellite Networks in exchange for US$475 million, including the representation of Mivtach Shamir Holdings Ltd. regarding its obligations as a public company in connection therewith. Handling the disputes on behalf of Gores Group and Mivtach Shamir concerning this transaction which arose following the execution of the acquisition documents in March 2008.
• The controlling group of Merhav - Ceramic and Building Materials Center Ltd., a public company traded in the TASE (comprised of Keter Plastic Ltd., Fimi Group and additional individuals), in connection with the sale of 64.05% of Merhav to Neor Holdings (1994) Ltd. in consideration for approximately NIS200 million.
• Enablence Technologies Ltd., a Canadian public company traded on the TSX Venture Exchange, in its acquisition of Teledata Networks Ltd., for an aggregate consideration of US$50 million.
• The Zeevi Group, for the acquisition of 50% of the share capital of Japanauto Holdings Ltd., the exclusive Israeli importer of Subaru vehicles, from Metis Capital Ltd. for approximately NIS120 million (US$32.4 million).
• Pelephone Communications, in the bidding process for the acquisition of 100% of MIRS Communication from Motorola, based upon a company valuation of US$170-250 million.

In addition, our firm also represented:

• Thales SA, a French public company registered at the Trade and Companies Registry of Nanterre, and the controlling shareholder of CMT Medical Technologies Ltd., an Israeli public company listed on Euronext Paris, in its acquisition of the remaining minority shares of CMT from the public for the aggregate amount of approximately EUR1.5 million and therefore making CMT a private company and a wholly-owned subsidiary of Thales. Thales is a world leader in mission-critical information systems for the aerospace, defense and security markets.
• Saban Capital Group, in the sale of their 28% holdings in "Keshet", the largest franchiser in Israeli commercial TV, to both KCS (a holding entity controlled by Mr. Muzi Wertheim, the controlling shareholder of Keshet) and the Lemelbaum family holding company, in exchange for approximately US$15 million.
• Tnuva Group, Israel's most prominent dairy and food products manufacturer, in its acquisition of 50% of the share capital of Ba'Emek Advanced Technologies F.A. Ltd., such that following said acquisition the Tnuva Group holds 100% of the share capital of Ba'Emek Advanced Technologies F.A. Ltd.
• Nilit Ltd., one of the largest manufacturers of nylon worldwide, and its shareholders, in the sale of a 20% stake in Nilit for US$70 million.
• Haifa Chemicals Ltd., a leading manufacturer of specialty fertilizers and chemicals for industry, in a transaction for the sale of a majority of its assets and business, for a total consideration in excess of US$300 million.
• Cisco Systems Israel, in various mergers and acquisitions of Israeli companies and in the consummation of international mergers performed by the parent company Cisco Systems, Inc., the worldwide leader in networking for the internet.
• Lumenis  Ltd., in  a  transaction  in  which  the  Dovrat–Ofer Group  were  issued  approximately  75%  of the  issued  share  capital  of  the  Company  in consideration for US$120 million and were further issued a warrant to acquire additional company shares for US$30 million. The transaction included a restructuring of the Lumenis debt to the banks.
• Suncorporation (of Japan), in a transaction for the purchase of an Israeli entity servicing cellular phone companies for a total of US$18 million.