Global Capital Raising
Contact:
Gary Epstein  Chair, Global Corporate and Securities Practice and Managing Partner of the Tel Aviv Office
E-mail: EpsteinG@gtlaw.com Tel: 305-579-0894
GREENBERG TRAURIG, LLP  ATTORNEYS AT LAW  WWW.GTLAW.COM
©2012. All rights reserved.
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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
Total
Transaction
All Transactions
Value
Geographic Locations
Industry Classifications
[Target/Issuer]
[Target/Issuer]
Transaction Primary Features
27.5 Israel (Primary)
Healthcare (Primary)
Follow-on Equity Offering
08/02/2012
32.5 Israel (Primary)
Healthcare (Primary)
Follow-on Equity Offering
05/11/2012
16.47 Israel (Primary)
Telecommunication Services
(Primary)
Follow-on Equity Offering
05/16/2012
AMEX:PLX
23.63 Israel (Primary)
Healthcare (Primary)
Follow-on Equity Offering
02/16/2012
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)
Follow-on Equity Offering
09/20/2011
05/18/2011
Orbotech Ltd. (NasdaqGS:ORBK)
NasdaqGS:ORBK
83.75 Israel (Primary)
Semiconductors and
Semiconductor Equipment
(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
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)
03/11/2010
PROLOR Biotech, Inc. (AMEX:PBTH)
AMEX:PBTH
02/03/2010
Nova Measuring Instruments Ltd.
(NasdaqGS:NVMI)
NasdaqGS:NVMI
15.98 Israel (Primary)
12/15/2009
EZchip Semiconductor Ltd.
(NasdaqGS:EZCH)
NasdaqGS:EZCH
40.56 Israel (Primary)
11/19/2009
G. Willi Food-International Ltd.
(NasdaqCM:WILC)
NasdaqCM:WILC
10/30/2009
Compugen Ltd. (NasdaqCM:CGEN)
09/02/2009
08/20/2008
Announced Date Target/Issuer
Exchange:Ticker
06/25/2012
Rosetta Genomics, Ltd.
(NasdaqCM:ROSG)
NasdaqCM:ROSG
05/10/2012
PROLOR Biotech, Inc. (AMEX:PBTH)
AMEX:PBTH
04/05/2012
magicJack VocalTec Ltd.
(NasdaqGM:CALL)
NasdaqGM:CALL
02/15/2012
Protalix BioTherapeutics, Inc.
(AMEX:PLX)
11/08/2011
($USDmm)
22.0 Israel (Primary)
All Transactions
Closed Date
Consumer Discretionary (Primary) IPO
11/02/2010
Healthcare (Primary)
PIPE
03/17/2010
Follow-on Equity Offering
02/04/2010
Follow-on Equity Offering
12/16/2009
20.0 Israel (Primary)
Semiconductors and
Semiconductor Equipment
(Primary)
Semiconductors and
Semiconductor Equipment
(Primary)
Consumer Staples (Primary)
Follow-on Equity Offering
03/12/2010
NasdaqCM:CGEN
20.0 Israel (Primary)
Healthcare (Primary)
Follow-on Equity Offering
12/30/2009
Tower Semiconductor Ltd.
(NasdaqGM:TSEM)
NasdaqGM:TSEM
21.11 Israel (Primary)
Follow-on Equity Offering
09/14/2009
Tower Semiconductor Ltd.
(NasdaqGM:TSEM)
NasdaqGM:TSEM
20.0 Israel (Primary)
Semiconductors and
Semiconductor Equipment
(Primary)
Semiconductors and
Semiconductor Equipment
(Primary)
PIPE
01/07/2009
24.4 Israel (Primary)
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” noaction 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)