Novolog acquires 55% of the shares of Ein-Tal Ltd. for about ILS 32.3 million

Ein-Tal Center is considered the leader in the private ophthalmology sector in Israel and has earned its reputation in the field over 35 years. More than 60 of Israel’s leading ophthalmologists provide treatments and perform more than 10,000 surgeries annually in all fields of ophthalmology at Ein-Tal Eye Centers. Ein-Tal Hadassah, 50% of which is held by Ein-Tal and 50% by Hadassah Medical Centers, is a leading vision-correction chain employing cornea and vision correction surgeons who are top-ranking experts in Israel and internationally.

Novolog reports today that it has signed an agreement to acquire 55% of the shares of Ein-Tal (E.Y.A. Medical), which operates a surgical medical center specializing in ophthalmology through a staff of expert ophthalmologists who provide numerous medical services, including surgeries in all fields of ophthalmology. The medical center has four operating rooms customized for eye surgery, dedicated treatment rooms, a testing and imaging institute and an optometry department. Ein-Tal also holds half of the issued share capital of Ein-Tal Hadassah, a vision correction chain comprised of six branches.

The consideration for the shares

On the transaction closing date and in consideration for the shares being acquired, Novolog shall pay the sellers a total of about ILS 32.3 million so that, subsequent to the consummation of the transaction, Novolog shall hold 55% of Ein-Tal’s share capital, the sellers shall hold about 25% and the Harel Insurance Group shall hold the remaining 20%. Novolog is financing the acquisition through its own resources.
In the agreement, the sellers covenanted to continue serving in their current offices as CEO and Medical Director of Ein-Tal for the periods agreed upon in the agreement.

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Call option and put option

In the agreement, Novolog was granted a call option and the sellers and the Harel Group were granted a put option for the purchase of Ein-Tal shares. The options shall be exercisable as of three years after and until the end of six years after the consummation date. The consideration in respect of each of the options shall derive from a multiple of Ein-Tal’s representative annual EBITDA, which was agreed upon between the parties in relation to each of the options.

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The consummation of the transaction is contingent, inter alia, upon the receipt of approval from the Competition Commissioner (insofar as required), upon the receipt of third-party consents as specified in the agreement and the receipt of the Harel Insurance Group’s consent to the engagement and to the new shareholders’ agreement. The transaction shall be consummated shortly after the fulfillment of the
suspending conditions.

Eran Taus, Novolog’s CEO said: “We are pleased to announce our acquisition of 55% of the shares of Ein-Tal. Ein-Tal engages in the field of ophthalmology, which includes, inter alia, various types of eye surgeries that have been in a growth trend throughout the world, including a steady increase in the number of aesthetic surgeries.
“This acquisition constitutes another component of the realization of Novolog’s strategy for expanding its operations in the healthcare sector and its basket of services to private end-customers. Ein-Tal integrates seamlessly in Novolog’s Healthcare Division and the synergies will enable Novolog to expand its services and
reach new target customers, who will receive a variety of advanced medical services. We intend to take action to expand the services being offered by Ein-Tal, while focusing on innovative and digital healthcare services, to maximize our cooperation and to maximize Novolog’s and Ein-Tal’s current and future capabilities.”
Hilik Asia, Ein-Tal’s CEO said:

“The Ein-Tal Group and the Harel Insurance Company are pleased and excited about the connection with the Novolog Group and look forward to working together to further the growth of the Ein-Tal Group. The synergies between the companies significantly strengthen the Ein-Tal Group’s ability to carry out its strategic objectives while expanding the variety of products that it offers to its customers.”

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