Bronicki family dilutes ownership stake in Ormat Industries

Steamboat Springs plant of Ormat, Nevada (source: Commons/ Wikimedia)

Alexander Richter 19 Mar 2012

In a release last week, “Ormat Technologies, Inc. announced that its parent entity Ormat Industries, engaged in a transaction by and among Bronicki Investments Ltd. (“BIL”), the controlling shareholder of Ormat Industries, and FIMI ENRG Limited Partnership, a newly formed Israeli partnership and FIMI ENRG, a new formed Delaware partnership, both controlled by FIMI Opportunity IV (collectively, “FIMI”), to sell part of BIL’s interest in Ormat Industries. Ormat Industries described the BIL FIMI transaction as set forth below:

Under the proposed transaction, BIL will sell to FIMI at closing 13,715,934 shares of 1 NIS each, constituting approximately 11.7% of the issued and outstanding shares of Ormat Industries on a fully diluted basis, at a price per share of 21.67 NIS for a total purchase price of approximately 297 million NIS ($78 million). The price reflects a premium of approximately 27% to the closing price on the Tel Aviv stock market.

Following closing of the sale of shares, and subject to BIL’s sale of approximately 1.75 million shares in Ormat Industries to third parties in accordance with its obligations under the agreement with FIMI, each party will hold 22.499% of the issued and outstanding stock of Ormat Industries on a fully diluted basis and the parties will jointly own 44.999% of the issued and outstanding stock of Ormat Industries on a fully diluted basis.

As part of the transaction FIMI and BIL have also agreed on certain joint voting and other arrangements. These include their voting Ormat Industries shares and otherwise cooperating: to provide FIMI and BIL equal representation on the board of directors of Ormat Industries and its active subsidiaries (including the Company); to procure the continued service of Yehudit (Dita) Bronicki as CEO of Ormat Industries and the Company and Yoram Bronicki as President and COO of the Company; and to appoint a FIMI nominee to be chairman of the board of directors of Ormat Industries and the Company. Following the end of the term of Dita Bronicki’s service, BIL and FIMI have agreed that BIL will be entitled to choose to fill the CEO or chairman of the board position, and a FIMI nominee will be appointed to the corresponding other position.

The agreement includes a mechanism whereby after two years from closing BIL will have the right to transfer to FIMI certain outstanding debt owed by BIL to a commercial bank creditor (up to an aggregate principal amount of 183 million NIS) in exchange for a transfer of up to 9 million shares in Ormat Industries (reflecting a purchase price of 20.33 NIS per share). If this provision is invoked in full (and without any purchase price adjustments), FIMI will own 30.22% of Ormat Industries stock on a fully diluted basis and BIL will own 14.77% of the Ormat Industries stock on a fully diluted basis (without any other effect on the shareholder voting arrangements between the parties described below). The agreement contains an adjustment provision whereby BIL may transfer to FIMI within two years from closing up to 2 million additional shares for no further consideration.

In addition, after five years from closing, FIMI will have an option, exercisable over a two month period, to acquire up to another 9.3 million shares of Ormat Industries (provided the shares were not previously assigned to Fimi or sold) at a purchase price of 29.17 NIS per share.

The BIL FIMI transaction is subject to various conditions to closing, including certain conditions that are subject to the approval of the stockholders of Ormat Industries at a general meeting, and certain conditions that will require approval of the board of directors of the Company. The Company itself is not a party to any of the agreements between BIL and FIMI.”

Source: Company announcement via Marketwatch