Intercure(US:INCR)2025-09-19 12:49Acquisition Details - The acquisition involves the purchase of 100% of the issued and outstanding share capital of the Company, which includes 1,000,000 Ordinary Shares and 602,005 Preferred Shares[4]. - The Buyer will acquire 2,467,055 Ordinary Shares representing 5.01% and 2,457,206 Ordinary Shares representing 4.99% of the Buyer's issued and outstanding share capital on a Fully Diluted Basis[7]. - The Company will become a wholly-owned subsidiary of the Buyer following the completion of the acquisition[4]. - The acquisition is approved by the Board of Directors of both the Company and the Buyer, determining it to be in the best interests of their respective shareholders[4]. - The acquisition is subject to compliance with applicable laws, including the Israeli Companies Law and Data Protection Law[10]. - The acquisition is structured to be tax-free under Section 103K of the Israeli Income Tax Ordinance, pending a tax ruling from the ITA[34]. - The Buyer will acquire 50% of the Company Securities at the Initial Closing, with the remaining 50% to be acquired at the Additional Closing, resulting in 100% ownership of the Company on a Fully Diluted Basis[42][43]. - The Initial Closing is set to occur remotely on the fifth Business Day after all conditions are satisfied, with a Long Stop Date of six months from the Effective Date[44]. - Positive Operating Profitability must be achieved for at least three consecutive months before the Additional Closing can take place[45][46]. - The commercial distribution arrangement for Flowery branded products will be effective as of the Initial Closing[44]. Financial Statements and Compliance - The Financial Statements of the Company as of December 31, 2024, will be audited and consolidated[13]. - The Company must ensure that no Material Adverse Effect has occurred between the date of the Agreement and the Initial Closing Date[52]. - The Company has made available its audited financial statements as of December 31, 2024, and reviewed trial balance as of June 30, 2025, which fairly present its financial condition[66]. - The Company has timely filed all required tax returns and paid all material taxes due, with no current audits or examinations by tax authorities[74]. - The Company is in compliance with all applicable anti-corruption laws, with no claims or investigations pending related to such violations[75]. - The Company has complied with all applicable Data Protection Laws and has not received any notices of non-compliance[64]. - The Company has made all mandatory contributions required by applicable law and is in compliance with labor and employment laws[68]. Shareholder and Securities Information - The Company has a total of 145,731 Options representing 100% of the issued and outstanding share capital on a Fully Diluted Basis[9]. - The total shareholding before the Initial Closing amounts to 1,602,005 shares, with a fully diluted total of 1,747,736 shares[115]. - Securities Holder A holds 32.61% of the fully diluted shares, equating to 804,597 shares for the Initial Closing[115]. - The total number of shares for the Initial Closing is 2,467,055, while the Additional Closing totals 2,457,206 shares[115]. - Securities Holder D has a shareholding of 14.61%, which corresponds to 360,513 shares for the Initial Closing[115]. - The Company and Buyer are required to disclose personal information of Securities Holders as part of the transaction[109]. Obligations and Conditions - The Company must conduct its business in accordance with the Business Plan and Company Budget during the Interim Period[83]. - The Company is restricted from making capital expenditures exceeding ILS 20,000 in the aggregate without Buyer's consent[85]. - The Company must notify the Buyer of any developments that may have a Material Adverse Effect[87]. - The Company is not allowed to amend its Articles of Association or issue new equity securities without Buyer's consent[85]. - The Company must obtain all necessary approvals from governmental entities prior to the Initial Closing[52]. - The Company is required to execute an Indemnification Agreement with the Buyer at the Initial Closing[54]. - The Key Persons must continue to provide services through the Initial Closing and execute a letter of continued engagement for a period of 36 months[54]. - The Key Persons must remain engaged with the Company through the Additional Closing, with no notice of resignation allowed[58]. Legal and Governance - The Agreement is governed by the laws of the State of Israel, with disputes to be resolved in Tel-Aviv courts[112]. - Each party is responsible for its own costs and expenses related to the Agreement[112]. - The Agreement constitutes the entire understanding between the parties, superseding all prior agreements[109]. - Confidential Information must be kept confidential by all parties and disclosed only on a need-to-know basis[12.8.1]. - If the agreement is terminated before the Initial Closing, confidentiality obligations remain in effect[12.8.2]. Buyer Obligations - The Buyer has filed all required SEC and TASE reports on time, and the financial statements comply with applicable accounting standards[78]. - The Buyer will use reasonable best efforts to maintain the listing of its ordinary shares on Nasdaq and comply with all reporting obligations[79]. - Buyer will provide financing to the Company through a loan, subject to conditions outlined in the Loan Agreement[82]. - The Buyer is not obligated to provide financing prior to the Signing Date or outside the conditions specified[82]. - The Buyer must maintain sufficient ordinary shares available for issuing Equity Consideration Shares as per the agreement[12.5]. - The Buyer has exercised reasonable care to ensure no "Bad Actor" disqualifications apply to any Buyer Covered Person[81].