Under the proposed transaction, Slil.com Holding Ltd.—an entity owned by Shuster—will acquire I.M.C. Holdings Ltd., which houses the company’s German subsidiary Adjupharm GmbH and interests in Xinteza API Ltd. and Shiran Societe Anonyme. By transferring these assets, the company aims to improve its working capital and stabilize its balance sheet while narrowing its operational scope to core Israeli subsidiaries, including Focus Medical Herbs and Rosen High Way.
Because the deal involves the company’s CEO, it qualifies as a related party transaction under Canadian securities rules. The board has formed a special committee of independent directors to oversee the process and has engaged Beta Finance T.Y.S Ltd. to provide a fairness opinion. The company intends to invoke financial hardship exemptions to bypass standard minority shareholder approval requirements, citing an urgent need to resolve its current financial difficulties. The agreement remains subject to final contract negotiations and customary closing conditions.
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