L.I.A. Pure Capital Signs Cooperation Agreement With Evogene
Under the agreement, the investor group's nominees are expected to hold four of seven Evogene board seats, and the group withdrew its plan for a special tender offer.
L.I.A. Pure Capital Ltd. and its co-filers, which report a 16.94% stake in Evogene Ltd., entered into a cooperation agreement with the company on Oct. 6 that places their nominees on its board, according to a Schedule 13D amendment filed with the US Securities and Exchange Commission.
Before the agreement was signed, Yael Margolin and Yoshinori Oikawa resigned from Evogene's board, and the remaining directors appointed Adi Zuluf-Shani and Oz Adler, nominees of the investor group, to serve until a general meeting at which they will stand for election, the filing says. Evogene agreed to convene that meeting to consider approval of the agreement and the election of Itay Maroz and Shahar Zadok, also nominees of the group, to replace outgoing directors Dan Falk and Adrian Percy.
After shareholder approval, the board is expected to consist of seven directors, four of them nominees of the group and three continuing directors, according to the filing.
The group agreed to withdraw its previously announced intention to commence a special tender offer and not to commence such an offer for 60 days, the filing says. Evogene agreed not to issue ordinary shares during that period, including through its at-the-market offering program, other than issuances to employees in the ordinary course of business. The filing says the agreement "does not limit the Reporting Person's right to acquire additional shares of the Issuer."
The group reports 3,057,488 shares, based on 18,053,071 shares outstanding. The amendment is filed jointly with Kfir Silberman, Pure Capital's controlling shareholder, Invest Pro Shukai Hon Ltd. and Ron Yair Peled, the owner and chief executive officer of Invest Pro. Pure Capital has sole dispositive power over 2,557,488 shares and Invest Pro over 500,000, with voting power shared under an oral voting agreement, the filing says.