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מעו”דכן שוק הון – תנועת המטוטלת נעצרה – בית המשפט הכריע ביחס לכל החברות הדואליות: על כללי האחריות לדיווח יחול הדין הזר

בעדכון לקוחות זה נביא בפניכם פסק דין חשוב שניתן על ידי בית המשפט המחוזי בתל אביב (המחלקה הכלכלית), במסגרת בקשה לדיון חוזר על ההחלטה לאשר תובענה ייצוגית בפרשת סרגון נטוורקס נ’ חזן, אשר קובע לראשונה הסדר גורף הנוגע לכלל החברות הדואליות ונושאי המשרה בהן, ומחיל דין אחד הן לכללי הדיווח והן לכללי האחריות .לקריאת העדכון […]

Representation of Bank Mizrahi Tefahot in a US$600 million international offering of its 3.077% Tier 2 Subordinated Notes due 2031

Representation of Bank Mizrahi Tefahot, Israel’s third largest bank, in an international offering of US$600 million of its 3.077% Tier 2 Subordinated Notes due 2031.  The Notes were offered to qualified institutional investors pursuant pursuant to Rule 144A of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder.  The Notes are listed […]

Representation of XT Investments Ltd. as a selling shareholder in the NIS 281M initial public offering in Israel and international offering of Terminal X Online Limited

Representation of XT Investments Ltd. as a selling shareholder in the NIS 281M initial public offering in Israel and international offering of Terminal X Online Limited. Terminal X is Israel’s leading online fashion retailer. The initial public offering of Terminal X involved a public offering in Israel to certain qualified institutional investors and an offering […]

Representation of Check-Cap Ltd. in $35M Registered Direct Offering

Represented of Check-Cap Ltd. in a $35 million registered direct offering of ordinary shares and warrants. H.C. Wainwright & Co., LLC served as exclusive placement agent for the offering. Check-Cap, listed on NASDAQ, is a clinical stage medical diagnostics company aiming to redefine colorectal cancer (CRC) screening through the introduction of C-Scan®, the first and only patient-friendly preparation-free screening […]

Representation of ICL in a $120 million offering of Notes Pursuant to Rule 144A

Representation of ICL Group, a leading global specialty minerals and specialty chemicals company, in a private placement offering of its 6.375% senior unsecured notes due 2038 to a qualified institutional buyer pursuant to Rule 144A under the Securities Act of 1933, for a total amount of about $120 million. The additional notes are part of […]

Representation of Check-Cap Ltd. in a Warrant Exercise Transaction

Representation of Check-Cap Ltd. in a warrant exercise transaction with several existing institutional investors who were holders of certain outstanding warrants to purchase the Company’s ordinary shares issued in prior registered direct offerings. In connection with the transaction, the holders exercised in cash their prior warrants, at a reduced exercise price of $0.6 per share. […]

Representation of J.P. Morgan in the Private Offering by Fiverr International Ltd. (NYSE: FVRR) of Convertible Senior Notes

Representation of J.P. Morgan as Lead Left Bookrunner and representative of the initial purchasers in the private offering by Fiverr International Ltd. (Nasdaq: FVRR) of $460 million of 0% Convertible Senior Notes due 2025 (including the exercise in full of the overallotment option).  The Notes were offered in a private offering to qualified institutional buyers […]

Representation of J.P. Morgan, Bank of America and Morgan Stanley in the Private Offering by Wix.com of $575 million of 0% Convertible Senior Notes

Representation of J.P. Morgan, Bank of America and Morgan Stanley as Joint Book-Running Managers in the private offering by Wix.com Ltd. (Nasdaq: WIX) of $575 million of 0% Convertible Senior Notes due 2025 (including the exercise in full of an over-allotment option granted to the initial purchasers).  The Notes were offered in a private offering […]

Representation of Kitov Pharma in $35M Registered Direct Offering

Representation of Kitov Pharma Ltd. in a US$35M registered direct offering of shares represented by American Depositary Shares (ADSs) and warrants to purchase ADSs. H.C. Wainwright & Co., LLC acted as exclusive placement agent for the offering. Kitov Pharma Ltd. (NASDAQ/TASE: KTOV) is a clinical-stage company focusing on advancing first-in-class therapies to overcome tumor immune […]

ליווי החתמים הזרים בהנפקה של Wix

משרדנו ליווה את החתמים הזרים בראשות Morgan Stanley, Bank of America, Merril Lynch בהנפקה של Wix. בתקשורת: כאן

Representation of Check-Cap Ltd. in $16.3M Registered Direct Offerings and Private Placement

Representation of Check-Cap Ltd. in three registered direct offerings of ordinary shares to institutional and accredited investors and concurrent private placements of unregistered warrants that closed in April and May 2020, for aggregate gross proceeds of US$11.5 million, as well as in a $4.8M private placement of its ordinary shares consummated in February 2020. H.C. […]

Representation of J.P. Morgan Securities in the $138M Follow-On Offering of Fiverr International

Representation of J.P. Morgan Securities LLC as lead book-running manager in the $138 million underwritten public offering in the United Sates of Fiverr International Ltd. (including the exercise in full of the underwriters’ option). J.P. Morgan Securities LLC acted as lead book-running manager for the offering. BofA Securities, Citigroup Global Markets Inc. and UBS Securities […]

Representation of ICL Group in NIS 373M Public Offering of Debentures

Representation of ICL Group Ltd. (formerly known as Israel Chemicals Ltd.) in its NIS 373M public offering of additional Series G Debentures in Israel.  The Series G Debentures are listed for trading on the Tel Aviv Stock Exchange.  The offering in Israel was made in reliance on Regulation S under the U.S. Securities Act of […]

The Initial Public Offerings Law Review – Israel Chapter

FBC partners, Nitzan Sandor and Sharon Rosen, authored the Israel chapter for the 2020 edition of The Initial Public Offerings Law Review, an annual guide to legal and market developments in each of the most significant jurisdictions worldwide, designed to aid in-house counsel, corporate clients and private practitioners on IPOs around the world. Click here […]

Special Update – Capital Markets – SEC Provides Filing Extension to Companies Affected by the Coronavirus Disease

Further to our previous Special Update regarding the conditional reporting relief issued by the U.S. Securities and Exchange Commission, providing publicly traded companies with an additional 45 days to file certain disclosure reports that would otherwise have been due between March 1 and April 30, 2020, on March 25, 2020, the SEC announced that it […]

Special Update: Coronavirus – SEC Provides Filing Extension to Companies Affected by Coronavirus Disease

On March 4, 2020, the U.S. Securities and Exchange Commission (SEC) issued an order that provides publicly traded companies with an additional 45 days to file certain disclosure reports that would otherwise have been due between March 1 and April 30, 2020, subject to certain conditions, in recognition of the fact that the impacts of […]

Legal Update – Hi-Tech; capital markets– March 2020

Representation of Kamada in $25M Private Placement to FIMI Opportunity Funds FBC represented Kamada Ltd. (NASDAQ & TASE: KMDA) in connection with a private placement of $25 million of its ordinary shares to FIMI Opportunity Funds, the leading private equity investor in Israel.  The equity offering was made as a private placement of public equity […]

Legal Update – Capital Markets – October 2019

Proposed Amendments to the TASE Bylaws to Allow Dual Listing of Foreign REITs The Tel-Aviv Stock Exchange (“TASE“) has recently announced proposed amendments to its Bylaws to allow the dual listing on the TASE of foreign Real Estate Investment Trusts (REITs). Currently, only entities that are organized as limited companies may dually list their shares […]

Representation of the Selling Shareholders in the IPO of the Tel Aviv Stock Exchange

FBC represented Sunsuper Exchange Fund, Novo Holdings, Moelis Australia and Dalton, as the selling shareholders in the initial public offering of The Tel Aviv Stock Exchange Limited (“TASE”).  All of the shares sold in the initial public offering, which represent 31.72% of the TASE’s issued and outstanding share capital, were purchased by the Selling Shareholders […]

Representation of J.P. Morgan Securities LLC and Citigroup Global Markets Inc. in the $127M Initial Public Offering and Listing on the NYSE of Fiverr International Ltd

FBC represented J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as lead joint book-running managers in the $127 million initial public offering in the United Sates and listing on the New York Stock Exchange of Fiverr International Ltd. (including the exercise in full of the underwriters’ option). Fiverr International Ltd. is an Israeli company […]

The Initial Public Offerings Law Review – Israel Chapter

FBC partners, Nitzan Sandor and Sharon Rosen, authored the Israel chapter for the 2019 edition of The Initial Public Offerings Law Review, an annual guide to legal and market developments in each of the most significant jurisdictions worldwide, designed to aid in-house counsel, corporate clients and private practitioners on IPOs around the world. Please click […]

Representing Check-Cap Ltd. in Registered Direct Offering

FBC represented Check-Cap Ltd. in a $7.5 million registered direct offering of units, with each unit consisting of one ordinary share (or ordinary share equivalent) and one Series D warrant to purchase 0.5 ordinary share. H.C. Wainwright & Co., LLC served as exclusive placement agent for the offering. Check-Cap, listed on NASDAQ, is advancing the […]

Representation of Clermont Energy in its purchase of a $76M convertible note from Eviation Aircraft

FBC represented Clermont Energy Pte. Ltd. in its investment in Eviation Aircraft Ltd., an Israeli company publicly traded in the United States, through a note purchase agreement, pursuant to which Eviation issued to Clermont a convertible promissory note in consideration for a loan in the aggregate amount of US$76 million. The note will be convertible […]

New Bulletin Aims to Clarify Dual Listing Process

The Corporate Finance Department at the Israel Securities Authority issued a Staff Legal Bulletin – Dual-listed companies: issuance, reporting, listing and delisting. It is a summary of the most up-to-date information on the issuance, reporting, listing and delisting of dual-listed companies, intended to clarify and reflect those processes for dual-listed companies and companies considering dual […]

Representation of Bristol-Myers Squibb Company in its $12M Investment in Compugen Ltd.

FBC represented Bristol-Myers Squibb Company (NYSE: BMY) in connection with its $12M equity investment in Compugen Ltd. (NASDAQ: CGEN), a clinical-stage cancer immunotherapy company and leader in predictive target discovery. The equity offering was made as a private placement of public equity (PIPE). The equity investment is being made in conjunction with a clinical trial […]

Representation of J.P. Morgan and Bank of America in the $442.8 million Private Offering by Wix.com Ltd. of Convertible Senior Notes

FBC represented J.P. Morgan and Bank of America as Joint Book-Running Managers in the private offering by Wix.com Ltd. (Nasdaq: WIX) of $442.8 million of 0% Convertible Senior Notes due 2023 (including the exercise in full of an over-allotment option granted to the initial purchasers).  The notes were offered in a private offering to qualified […]

Representation of Check-Cap Ltd. in Follow-On Underwritten Public Offering

FBC represented Check-Cap Ltd., listed on NASDAQ, in its $20.2 million follow-on underwritten public offering of units, with each unit consisting of one ordinary share (or ordinary share equivalent) and one Series C warrant to purchase one ordinary share. H.C. Wainwright & Co. acted as sole book-running manager for the offering. Check-Cap is a clinical-stage […]

The Initial Public Offerings Law Review – Israel Chapter

FBC partners, Nitzan Sandor and Sharon Rosen, authored the Israel chapter for the 2018 edition of The Initial Public Offerings Law Review, an annual guide to legal and market developments in each of the most significant jurisdictions worldwide, designed to aid in-house counsel, corporate clients and private practitioners on IPOs around the world. Please click […]

Representation of Fiverr in the Acquisition of And Co Ventures Inc.

FBC represented Fiverr International Ltd. and its U.S. subsidiary, Fiverr Inc., in the acquisition of the entire stock capital of And Co Ventures Inc., a Delaware corporation, which develops and markets an application for invoicing, expenses, and paperwork for freelances and other independent professionals. Fiverr operates the world’s largest marketplace for creative and digital services, […]

Representation of Frutarom Industries Ltd. in its Acquisition of Enzymotec Ltd.

FBC represented Frutarom Industries Ltd. in its acquisition of Enzymotec Ltd. (NASD: ENZY), for approximately $210 million, at an equity value of approximately $290 million. Enzymotec is a leading global supplier of specialty lipid-based products and solutions. Prior to the merger, Frutarom had acquired approximately 19% of Enzymotec’s shares and announced its intention to make […]

FBC represented Kamada Ltd. in follow-on underwritten public offering

FBC represented Kamada Ltd., listed on NASDAQ and the Tel Aviv Stock Exchange, in its US$15 million follow-on underwritten public offering of its ordinary shares. Kamada also granted the underwriters a 30-day option to purchase additional ordinary shares, for aggregate gross proceeds to Kamada of $2.25 million, if the option is exercised in full. Cantor […]

FBC represents J.P. Morgan, HSBC and Leader Underwriters in the Tamar Petroleum IPO

FBC represented J.P. Morgan Securities plc and HSBC Bank plc as Joint Global Coordinators, and Leader Underwriters Ltd. as Israeli Underwriter, in the unique and innovative initial public offering of Tamar Petroleum Ltd. The equity offering was the first offering of its kind, which combined a public offering in Israel, an offering in the United […]

FBC acted as Israeli counsel to Check-Cap Ltd. (NASDAQ: CHEK)

FBC acted as Israeli counsel to Check-Cap Ltd. (NASDAQ: CHEK) in connection with a registered direct offering of ordinary shares and pre-funded warrants in lieu of ordinary shares, to a single health-care focused institutional investor, for total gross proceeds (including the exercise in full of the pre-funded warrants) of $6.0 million. The Company intends to […]

Legal Update: Capital Markets – March 2016

On February 23, 2015, the District Court of the Central District handed down a decision in BlueMountain Capital Management LLC & others v Taro Pharmaceuticals Industry Ltd that will be of particular interest to Israeli companies whose shares are listed on non‐Israeli stock exchanges.  The decision sets forth certain procedural requirements with respect to the […]

FBC advises Ability, provider of intelligence and cyber solutions, in its dual-listing on the Tel Aviv Stock Exchange

FBC advised Ability Inc., the Cayman Islands incorporated company trading on Nasdaq (symbol: ABIL) in the dual-listing of its shares for trading on the Tel-Aviv Stock Exchange. Following its successful dual-listing, Ability’s shares joined the TASE’s leading indices, including the TA75 Index, TA100 Index, TA Blue-Tech Index and more. Ability Inc. (formerly Cambridge Holdco Corp.) […]

FBC welcomes Adv. Sharon Rosen who joins as a partner in our Corporate Department

FBC advises Check-Cap in the $24M IPO and Simultaneous Private Placement

FBC advises Check-Cap in the $24M IPO and Simultaneous Private Placement

FBC advises B Communications, in a unique and innovative $800M International High Yield note offering

FBC advises B Communications, in a unique and innovative $800M International High Yield note offering, the first ever international offering of notes listed on the Tel Aviv Stock Exchange (JP Morgan as Global coordinator and joint bookrunner, HSBC and Citigroup and Discount as Joint Bookrunners).

FBC represents Kamada in Israeli aspects related to its $60M Nasdaq IPO

FBC represents Kamada in Israeli aspects related to its $60M Nasdaq IPO