Key Developments For Retalix Ltd
Retalix Ltd (RTLX.O) (Nasdaq)
Retalix Limited Announces Closing Of Strategic Financing Transaction
Retalix Limited announced that the private placement transaction entered into by Retalix on September 3, 2009 with the Alpha investor group was consummated. Retalix issued to the investors 3,612,804 ordinary shares, constituting 17.7% of the outstanding share capital (prior to such issuance), and warrants to purchase up to an additional 1,250,000 ordinary shares, for gross consideration of approximately $32.9 million. Together with other shares purchased by the investors, including from Barry Shaked, one of Retalix's founders, following the closing they hold an aggregate of 20% of the outstanding share capital, and their warrants represent an additional 4.95% of the outstanding share capital of Retalix (after giving effect to the exercise of such warrants). The Alpha investor group is comprised of Messrs. Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor and Mario Segal.
Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal and M.R.S.G. (1999) Ltd. Announce Results Of Cash Tender Offer For Retalix Limited Shares
Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal and M.R.S.G (1999) Ltd. (collectively, the Alpha Investors) announced the results of their cash tender offer to purchase up to 1,550,000 ordinary shares of Retalix Ltd. (Retalix) (representing, as of November 19, 2009, but prior to the consummation of the private placement transaction, approximately 7.6% of Retalix's outstanding shares) for $9.10 per share, in cash, less any required withholding taxes and without interest, from Retalix's public shareholders. The offer expired at 12:00 a.m., New York time, or 7:00 a.m., Israel time, on November 19, 2009. As of the expiration of the offer, based on the final results provided by American Stock Transfer & Trust Company, the U.S depositary for the offer, and by Clal Finance Batucha Investment Management Ltd., the Israeli depositary for the offer, a total of 1,513 Retalix shares, representing less than 0.01% of the outstanding Retalix shares, had been validly tendered and not withdrawn. The Alpha Investors have accepted for purchase all 1,513 such Retalix shares at a price of $9.10 per share, for a total cost of $13,768.30 (excluding fees and expenses relating to the tender offer). The depositaries will promptly pay for the shares accepted for purchase in the tender offer.
Retalix Limited Announces Agreement to Dismiss Purported Class Action Lawsuit
Retalix Limited announced that the plaintiff in the purported shareholder class action lawsuit that was filed last month in the United States District Court for the Eastern District of Texas, Sherman Division, against Retalix, its directors and a subsidiary of Retalix in connection with the strategic financing transaction signed by Retalix on September 3, 2009, has agreed to dismiss the case without prejudice and not to file a lawsuit relating to the transaction in any U.S. federal or state court. Retalix has agreed not to seek the recovery of costs, fees or sanctions from plaintiff or her attorneys in connection with the case but has not agreed to pay any consideration in connection with the case or its dismissal. The dismissal remains subject to court approval, which has not yet occurred.
Retalix Limited Raises FY 2009 Non-GAAP Net Profit Guidance; Reaffirms FY 2009 Revenue Guidance
Retalix Limited announced that it expect to meet the original revenue targets and expect to exceed both the forecast for Non-GAAP net income and GAAP net income for fiscal 2009. According to Reuters Estimates, analysts were expecting the Company to report revenues of $192 million and non-GAAP net profit of $10.9 million for the same period.
Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal And M.R.S.G. (1999) Ltd. Commence Cash Tender Offer For Retalix Limited Shares
Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Merio Segal and M.R.S.G (1999) Ltd. (collectively, the Alpha Investors) announced that due to the confirmation by Retalix Limited that all of the proposals on the agenda of its annual shareholders meeting held on October 19, 2009, including the private placement to the Alpha Investors, had been approved by the requisite majorities, they are commencing a cash tender offer for Retalix shares as previously disclosed to the public. As a result of the approvals obtained from Retalix's shareholders, the Alpha Investors and all other relevant parties have deposited with an escrow agent their closing deliverables and funds under the private placement agreement and other related agreements, and all conditions for the pre-closing under the private placement agreement between the Alpha Investors and Retalix have been fulfilled. Pursuant to the tender offer, the Alpha Investors are offering to purchase from Retalix's public shareholders up to 1,550,000 Ordinary Shares of Retalix (representing, as of today, 7.6% of the outstanding shares) for $9.10 per share, in cash, less any required withholding taxes and without interest. In the event that more than the maximum number of shares offered to be purchased in the tender offer are tendered, the Alpha Investors will purchase a pro rata number of shares from all tendering shareholders, such that no more than 1,550,000 Retalix shares will be purchased in the offer.
