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GREENBERG TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM ©2012. All rights reserved.
Global Capital Raising
Contact:Gary Epstein Chair, Global Corporate and Securities Practice and Managing Partner of the Tel Aviv Office
E-mail: [email protected] Tel: 305-579-0894
Greenberg Traurig Offices: Connecting Israel to Major Commercial Centers
● Greenberg Traurig Location ■ Strategic Alliance
WASHINGTON, D.C.WHITE PLAINSStrategic Alliance with an Independent Law Firm**MILANROME
SAN FRANCISCOSHANGHAISILICON VALLEYTALLAHASSEETAMPATEL AVIV^TYSONS CORNERWARSAW”
NEW JERSEYNEW YORKORANGE COUNTYORLANDOPALM BEACH COUNTYPHOENIXPHILADELPHIASACRAMENTO
DENVERFORT LAUDERDALEHOUSTONLAS VEGASLONDON*LOS ANGELESMEXICO CITY+MIAMI
ALBANYAMSTERDAMATLANTAAUSTINBOSTONCHICAGODALLASDELAWARE
*Operates as Greenberg Traurig Maher LLP.+Operates as Greenberg Traurig, S.C. >>Greenberg Traurig is not responsible for any legal or other services rendered by attorneys employed by the Strategic Alliance firms ^A branch of Greenberg Traurig, P.A., Florida, USA
Areas of Legal Practice
ADA, Accessibility, Building & Life Safety Codes
Alternative Dispute Resolution
American Indian Law
Antitrust & Trade Regulation
Appellate
Automotive
Aviation & Aircraft Finance
Business Immigration & Compliance
Business Reorganization & Bankruptcy
Catastrophe Planning & Response
Climate Change
Complex Tort Litigation
Corporate & Securities
Defense & Homeland Security
Economic Crisis & Recovery
eDiscovery & eRetention
Energy & Natural Resources
Entertainment
Environmental
Export Controls
Financial Institutions
Franchising
Gaming
Global Benefits & Compensation
Global Human Capital Solutions
Global Trade & Investment
Globalization & Commercialization
Government Contracts
Governmental Affairs
Green Building & Sustainable Development
Health & FDA Business
Hotels, Resorts & Clubs
Insurance Recovery & Advisory
Insurance Regulatory & Transactions
Intellectual Property & Technology
International Dispute Resolution
Labor & Employment
Land Development
Life Sciences
Litigation
Media
Mergers & Acquisitions
Nanotechnology
Private Equity
Project & Infrastructure Finance
Proposition 65
Public Finance
Public Infrastructure
Public Utilities
Real Estate
Real Estate Investment Trusts
Real Estate Operations
Sports Facilities & Entertainment Venues
Structured Finance & Derivatives
Subprime & Mortgage Markets
Tax
Telecommunications
Transportation
Trusts & Estates
Wealth Management
White Collar Criminal Defense
Raising Capital in the Global Markets - London
London is the leading global financial center (source: The Global Financial Centers Index, Sept. 2012)
Ahead of New York and the rest of the world
The London Stock Exchange is the most successful international stock market
London Stock Exchange
As of September 2012:□ 2218 companies listed in London
□ 541 are overseas companies from around 70 countries
Divided into:□ The main market - premium and standard
segments
□ AIM
□ The Professional Securities Market
□ The Specialist Funds Market
London Stock Exchange, cont’d
Full range of securities can be listed□ Ordinary Shares
□ Preference Shares
□ Debt
□ Depositary Receipts
□ Investment Entities
□ Securitized Derivatives
□ Securitized Commodities
□ UK REITs
Raising Capital in the Global Markets - Warsaw
The Polish Capital Market is one of the most vibrant in Europe.
Warsaw Stock Exchange (WSE) is one of the most active and fastest growing stock markets in the region.
Polish banks still finance business projects unlike their founders in various euro countries.
There is an abundance of private equity funds in Warsaw seeking investments.
United States
Equity raised from Israeli companies in the last 3-5 years
20 deals total: 1 IPO, 3 PIPEs & 16 Follow On Offerings
2012 has 4 deals (to date)
2011 had 7 deals
2010 had 4 deals
2009 had 4 deals
2008 had 1 deal
All Transactions
Announced Date Target/Issuer Exchange:Ticker
Total
Transaction
Value
($USDmm)
Geographic Locations
[Target/Issuer]
Industry Classifications
[Target/Issuer] Transaction Primary Features
All Transactions
Closed Date
06/25/2012 Rosetta Genomics, Ltd. (NasdaqCM:ROSG)
NasdaqCM:ROSG 27.5 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 08/02/2012
05/10/2012 PROLOR Biotech, Inc. (AMEX:PBTH) AMEX:PBTH 32.5 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 05/11/2012
04/05/2012 magicJack VocalTec Ltd. (NasdaqGM:CALL)
NasdaqGM:CALL 16.47 Israel (Primary) Telecommunication Services (Primary)
Follow-on Equity Offering 05/16/2012
02/15/2012 Protalix BioTherapeutics, Inc. (AMEX:PLX)
AMEX:PLX 23.63 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 02/16/2012
11/08/2011 Allot Communications Ltd. (NasdaqGS:ALLT)
NasdaqGS:ALLT 78.38 Israel (Primary) Software and Services (Primary) Follow-on Equity Offering 11/08/2011
09/19/2011 Mellanox Technologies, Ltd. (NasdaqGS:MLNX)
NasdaqGS:MLNX 95.25 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)
Follow-on Equity Offering 09/20/2011
05/18/2011 Orbotech Ltd. (NasdaqGS:ORBK) NasdaqGS:ORBK 83.75 Israel (Primary) Technology Hardware and Equipment (Primary)
Follow-on Equity Offering 05/24/2011
05/11/2011 Magal Security Systems Ltd. (NasdaqGM:MAGS)
NasdaqGM:MAGS 15.98 Israel (Primary) Technology Hardware and Equipment (Primary)
Follow-on Equity Offering 08/02/2011
04/04/2011 SodaStream International Ltd. (NasdaqGS:SODA)
NasdaqGS:SODA 261.42 Israel (Primary) Consumer Discretionary (Primary) Follow-on Equity Offering 04/14/2011
03/17/2011 Protalix BioTherapeutics, Inc. (AMEX:PLX)
AMEX:PLX 22.0 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 03/17/2011
02/02/2011 On Track Innovations Ltd. (NasdaqGM:OTIV)
NasdaqGM:OTIV 15.65 Israel (Primary) Technology Hardware and Equipment (Primary)
Follow-on Equity Offering 02/02/2011
12/20/2010 Magic Software Enterprises Ltd. (NasdaqGS:MGIC)
NasdaqGS:MGIC 21.19 Israel (Primary) Software and Services (Primary) PIPE 12/23/2010
10/19/2010 SodaStream International Ltd. (NasdaqGS:SODA)
NasdaqGS:SODA 108.95 Israel (Primary) Consumer Discretionary (Primary) IPO 11/02/2010
03/11/2010 PROLOR Biotech, Inc. (AMEX:PBTH) AMEX:PBTH 24.4 Israel (Primary) Healthcare (Primary) PIPE 03/17/2010
02/03/2010 Nova Measuring Instruments Ltd. (NasdaqGS:NVMI)
NasdaqGS:NVMI 15.98 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)
Follow-on Equity Offering 02/04/2010
12/15/2009 EZchip Semiconductor Ltd. (NasdaqGS:EZCH)
NasdaqGS:EZCH 40.56 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)
Follow-on Equity Offering 12/16/2009
11/19/2009 G. Willi Food-International Ltd. (NasdaqCM:WILC)
NasdaqCM:WILC 20.0 Israel (Primary) Consumer Staples (Primary) Follow-on Equity Offering 03/12/2010
10/30/2009 Compugen Ltd. (NasdaqCM:CGEN) NasdaqCM:CGEN 20.0 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 12/30/2009
09/02/2009 Tower Semiconductor Ltd. (NasdaqGM:TSEM)
NasdaqGM:TSEM 21.11 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)
Follow-on Equity Offering 09/14/2009
08/20/2008 Tower Semiconductor Ltd. (NasdaqGM:TSEM)
NasdaqGM:TSEM 20.0 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)
PIPE 01/07/2009
SPAC Transactions within the last 6 months
PIPEs Transactions within the last 6 months
JOBS Act
JOBS Act signed into law in early April 2012
Designed to encourage smaller companies to go public through a phase-in of disclosure requirements
Creates a new category of issuer: “Emerging Growth Companies”
□ Total annual revenue of less than $1 billion
□ Remains an EGC until:
The last day of the fiscal year in which the issuer had $1 billion or more in annual revenues;
The last day of the fiscal year following the 5th anniversary of IPO;
The date on which the issuer has, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
The date when the issuer is deemed to be a “large accelerated filer” under SEC rules.
JOBS Act, cont’d
EGCs have easier access to U.S. public markets□ Reduced disclosure requirements and confidential
filings in connection with IPOs, including:
Only two years of audited financials
Exemption from Say-on-Pay advisory votes
Delay in compliance with auditor attestation on internal controls and other related concessions
□ Ability to “test the waters” by engaging in oral or written communications with potential investors that are QIBs or institutions that are accredited investors to determine whether such investors might have an interest in a contemplated securities offering
JOBS Act, cont’d
JOBS Act provides greater flexibility in private offerings□ SEC has proposed rules to remove the prohibition
against general solicitation and general advertising in offerings pursuant to Rule 506 under Regulation D, provided that the issuer verifies all of the purchasers of securities are accredited investors.
□ In addition, general solicitation and general advertising would not be prohibited in secondary sales under Rule 144A so long as only QIBs are purchasers in the offering.
□ Final rules are expected to be adopted prior to 12/31/12
JOBS Act, cont’d
Practical Impact and Market Trends□ EGCs have taken advantage of the ability to file for
an IPO on a confidential basis and resolve all SEC comments before public marketing commences
Issuer has ability to “pull” or withdraw the filing without the public ever knowing an IPO was contemplated
□ Current market trend is to “pre-sell” the IPO to ensure its success
EGC can “test the waters” prior to public launch
Success of transaction heightened despite volatile markets
JOBS Act, cont’d
Pre-Selling IPO:□ EGCs include a concurrent private placement at
IPO price or secure “indications of interest” from strategic partners or key investors prior to launch of roadshow
□ Concurrent private placement relies on “Black Box” no-action letter and its progeny
□ Typically 2/3 – 3/4 of IPO is “pre-sold”
□ Requires disclosure of concurrent private placement and indications of interest in prospectus
□ Very effective for technology/life science companies that have existing relationships with strategies
□ Private placement shares subject to long-term lock-up (6 months to one year)