Israel’s Bait BaKfar said Monday that its controlling shareholders signed an agreement with Aura Investments for a transaction valuing the senior-housing company at about NIS 1.7 billion. The plan combines a cash purchase of the controlling stake with a tender offer for the remaining shares. It is not a completed acquisition.
In its October 26 filing to the Israel Securities Authority and Tel Aviv Stock Exchange, Bait BaKfar said the two parts must close together. Aura would acquire all of the company’s shares only if the offer succeeds and the required approvals and other conditions are met.
The agreement brings a residential developer into a business built around homes for older adults and the services that support them. Bait BaKfar’s own website describes five operating communities across Israel, including locations in Kfar Saba, Hadarim, Beitan Aharon, Gedera and the Sea of Galilee area. It says three more communities are planned. Those are senior-living operations, not a purchase of a U.S. nursing-home chain.
The sellers’ approximately 55% holding consists of 38,483,238 shares held through private companies. According to the filing, they would receive about NIS 935 million in cash at completion, based on NIS 24.31 per Bait BaKfar share. The sellers named in the document are members of the Blustein family.
The remaining shares would be addressed through a full tender offer combining Aura shares and cash. A tender offer is a formal proposal to shareholders to sell or exchange their shares under published terms. Signing the purchase agreement does not mean those shareholders have tendered or that the offer has received regulatory clearance.
That distinction matters for investors and operators following a change of ownership. Bait BaKfar says the acquisition of the controlling shareholders’ stake and completion of the tender offer are dependent on each other: neither is to be completed without the other. The filing also cautions that it is not itself an offer document or a recommendation to accept an offer.
Conditions include permission from the securities regulator to publish the tender-offer documents, exchange approval to list the Aura shares to be issued, sufficient shareholder acceptance, and competition clearance or an exemption. Bait BaKfar’s Series A bondholders must also approve the change of control under the bond terms. The agreement includes further requirements concerning employee options and the absence of legal restrictions on completion.
The parties set an initial 180-day period from signing to satisfy the conditions, with a possible 60-day extension. The filing allows a further 30 days solely for competition approval in specified circumstances if the other conditions are satisfied. These provisions provide a timetable for seeking completion, not a promised closing date.
The proposed transition also includes a three-year consulting agreement with chairman Yaniv Blustein, subject to the required approvals. Aura committed to additional payments of up to NIS 22 million to Bait BaKfar’s managers and employees within three months after completion. The filing says Yaniv Blustein, Liat Hazout and Yitzhak Zinger would leave their board positions at completion, while the sellers would be subject to a four-year restriction on competing in Israeli senior housing.
For now, the operating network remains the business being acquired rather than an already-integrated Aura subsidiary. The next formal documents would set out the full tender terms, acceptance process and relevant dates. Bait BaKfar expressly says there is no certainty that a tender-offer document will be published or that the offer will be completed.
File photo: residential buildings in Kfar Saba, not a Bait BaKfar property. Yiftaa / Wikimedia Commons, CC BY-SA 4.0. Resized.
JBizNews Desk | Israel
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