YAKUM, Israel, November 29, 2015 /PRNewswire/ --
Alon Blue Square Israel Ltd. (NYSE: BSI) (the "Company")
announced today that it reached an agreement, on November 29, 2015, regarding the sale of its
interest in Diners Club Israel Ltd. ("Diners"). Under the terms of
the transaction, the Company (which holds 36.75% of the share
capital of Diners) and Dor Alon Financing Ltd. (a wholly owned
subsidiary of Dor Alon Energy In Israel (1988) Ltd. which holds 12.25% of the
share capital of Diners) ("Dor Alon") would sell their respective
shareholdings in Diners to Credit Card for Israel Ltd. (the "CAL")
for aggregate consideration of NIS 130
million to be distributed pro rata between the Company and
Dor Alon. The Company's pro-rata share in the consideration
shall be NIS 97,500,000.
CAL will also pay to the Company and Dor Alon four additional
installments of NIS 5 million each to
be distributed pro rata between the Company and Dor Alon (with the
Company's pro-rata portion of each additional installment to be
NIS 3,750,000) on each of
March 31, 2016, September 9, 2016, March
31, 2017 and September 30,
2017 upon the satisfaction of various conditions precedent,
including that the existing agreement between Diners and the YOU
Loyalty Plan of the Company, the Company's subsidiary, Mega Retail
Ltd., and Dor Alon Energy In Israel (1988) Ltd. will continue in effect,
that Mega and the Company's fuel service stations (including
convenience stores under the brand names "Dor Alon" and "Alonit")
are part of the companies granting discounts in the context of the
loyalty plan, and that on the date of payment that Mega Retail will
continue to operate a minimum number of stores (115 stores for the
first payment and 100 stores for the remaining payments), and that
no request for dissolution or stay of proceedings (or similar
event) will have been initiated against Mega Retail.
The closing of the transaction is subject to notification of, or
receipt of or regulatory approval from the Supervisor of Banks at
the Bank of Israel, receipt of
written approval from Diners Club International, and with respect
to Dor Alon, either the elapse of a 14 day period from November 29, 2015 without receipt of an objection
by any shareholder or group of shareholders that holds at least 1%
of Dor Alon's issued share capital or voting rights to approval of
the transaction pursuant to Section 1C of the Companies Regulation
(Reliefs In Transactions With Interested Parties) - 2000 or receipt
of applicable shareholder approval by Dor Alon in the event such
objection is received.
Alon Blue Square Israel Ltd. (hereinafter: "Alon Blue Square") operates in five reportable
operating segments and is the largest retail company in the
State of Israel. In the Fueling
and Commercial Sites segment, Alon Blue
Square through its 63.13% subsidiary, which is listed on the
Tel Aviv stock exchange ("TASE"),
Dor Alon Energy in Israel (1988)
Ltd is one of the four largest fuel retail companies in
Israel based on the number of
petrol stations and a leader in the field of convenience stores
operating a chain of 211 petrol stations and 220 convenience stores
in different formats in Israel. In
its supermarket segment, Alon Blue
Square, as a pioneer in the modern food retail, through its
100% subsidiary, Mega Retail Ltd., currently operates 150
supermarkets under different formats, each offering a wide range of
food products, "Near Food" products and "Non-Food" products at
varying levels of service and pricing. In its "Houseware and
textile" segment, Alon Blue Square,
through its TASE traded 77.51% subsidiary, Na'aman Group (NV) Ltd.
Operates specialist outlets in self-operation and franchises and
offers a wide range of "Non-Food" products as retailer and
wholesaler. In the Real Estate segment, Alon Blue Square, through its TASE traded 53.92%
subsidiary Blue Square Real Estate Ltd., owns, leases and develops
income producing commercial properties and projects. In addition,
Alon Blue Square operates the
issuance and clearance of gift certificates, and through Diners
Club Israel Ltd., an associate held at 36.75%, which operates in
the sector of issuance and clearance of YOU credit cards to the
customer club members of the group.
Forward-looking statements
This press release contains forward-looking statements within
the meaning of safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may include, but are not limited to, plans or
projections about our business, our future revenues, expenses and
profitability. Forward-looking statements may be, but are not
necessarily, identified by the use of forward-looking terminology
such as "may," "anticipates," "estimates," "expects," "intends,"
"plans," "believes," and words and terms of similar substance.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual events,
results, performance, circumstance and achievements to be
materially different from any future events, results, performance,
circumstance and achievements expressed or implied by such
forward-looking statements. These risks, uncertainties and other
factors include, but are not limited to, the following: the
uncertainty of the success of the plan of recovery and arrangement
with debtors, suppliers, service providers and lessors; the effect
of the plan of recovery and arrangement on sales in our
supermarkets and on the desire of suppliers to continue supplying
products or services to our supermarkets; failure to reach a
settlement with our bank lenders and holders of our Series C
Debentures; the economic conditions in Israel on the sales in our stores and of our
products and on our profitability; our ability to compete
effectively against low-priced supermarkets, large fuel companies
and our other competitors; enactment of new laws and regulations,
including the enactment of recommendations of governmental
appointed committees and regulations with respect to the
procurement of petroleum products by fuel companies and the price
of petroleum products that are subject to regulation; quarterly
fluctuations in our operating results that may cause volatility of
our ADS and share price; fluctuations in the price of petroleum
products and increases in excise tax rates imposed on the sale of
petroleum products in Israel;
risks associated with our dependence on a limited number of key
suppliers for products that we sell in our stores; the effect of an
increase in the minimum wage in Israel on our operating results; the effect of
any actions taken by the Israeli Antitrust Authority on our ability
to execute our business strategy and on our profitability; the
effect of increases in oil, raw material and product prices in
recent years; the effects of damage to our reputation or to the
reputation of our store brands due to reports in the media or
otherwise; government policies with respect to residential building
may have a negative impact on our operations in residential
building, and other risks, uncertainties and factors disclosed in
our filings with the U.S. Securities and Exchange Commission (SEC),
including, but not limited to, risks, uncertainties and
factors identified under the heading "Risk Factors" in our annual
report on Form 20-F for the year ended December 31, 2014. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. Except for our ongoing
obligations to disclose material information under the applicable
securities laws, we undertake no obligation to update the
forward-looking information contained in this press
release.
Contact:
Alon Blue Square Israel Ltd.
Elli Levinson-Sela, Adv.,
General Counsel and Corporate Secretary
Telephone: +972-9-9618504
Fax: +972-9-9618636
Email: ellils@alon-oil.co.il
SOURCE Alon Blue Square Israel Ltd