Regulator approves WeSure takeover of Ayalon

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The most surprising deal in Israel’s insurance industry last year finally received the go-ahead at the end of last week when Commissioner of Insurance, Savings and Capital Markets Dr. Moshe Bareket gave digital insurance company WeSure a permit to control veteran player Ayalon Insurance Company.

WeSure needed the permit in order to be able to buy 67% of Ayalon for NIS 463 million. For the purposes of raising the money, WeSure brought Caesarea Medical Electronics, controlled by Zvi Barak and his wife Anat, into the deal. Barak will invest NIS 270 million in WeSure.

Emil Vainshel, Yohanan Danino,and Nitzan Zeir-Harim, Wesure credit: Rami Zarnegar

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Finance was not, however, the only, or even the main hurdle that WeSure had to overcome. During the control permit process, the Israel Securities Authority raised the need to collapse one of the layers in the Ayalon group structure, since the Concentration Law bans a pyramid of more than two companies that are either public or raise capital through bonds, and the deal would have create such a pyramid: WeSure, a public company; below it Ayalon Holdings, a second public company; below that Ayalon Insurance, a private company but considered a layer for the purposes of the Concentration Law; and below that Ayalon Insurance Issuing and Raising Ltd., a company that has raised debt in a bond offering.

In order to deal with the ban, in early March the boards of directors of Ayalon Holdings and of Ayalon Insurance agreed a merger, collapsing two layers of the pyramid into one (insurance companies are exempt from the bond issue provision), thus removing the obstacle to completion of the deal. At the end of last week, the Commissioner of Insurance, Savings and Capital Markets awarded an insurance license to the merged Ayalon Insurance.

After the regulatory obstacle was removed, Bareket gave a control permit to the controlling shareholders in WeSure, Emil Vainshel and Nitzan Zeir-Harim, together with Zvi and Anat Barak, enabling them to hold, directly or indirectly, stakes in WeSure Global Tech (TASE: WESR), and in the insurance companies that it controls. Earlier in the week, the Competition Authority gave its approval to the deal between WeSure and Caesarea Medical Electronics.

Published by Globes, Israel business news – en.globes.co.il – on May 22, 2022.

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