Summary of the new lawsuit (the “Lawsuit”) with regards to the merger transaction with Maxify Solutions, Inc. and application for a restraining order with respect to the delisting
The Plaintiff is a shareholder in the Company, holding 2,050,000 Shares of the company, constituting 4.04% of the voting rights in the share capital of the Company. The Plaintiff claims that the Merger transaction with Maxify solutions Inc. that was approved by SimiGon’s shareholders on February 18, 2022 (the “Merger”), oppresses the minority shareholders, including the Plaintiff himself, and therefore it should not have been approved by the Company’s Board of Directors (the “Board”) and at the shareholders' meeting held on February 18, 2022.
The Plaintiff asked the court to order on one of the following remedies:
1. Order Mr. Vizer or the Company, jointly and severally, to purchase the Plaintiff's Shares at a company value of $US 8 million, reflecting a price per share of US$ 0.1572 for each share (the issued capital of the company consists of 50,863,618 shares).
2. Order the Company to refrain from the cancellation of the admission of the Shares to trading on the AIM Market.
3. Order the Company to cancel the Merger.
4. Since Mr. Vizer allegedly unlawfully withdrew funds from the Company (being the subject matter of the derivate action previously reported to the shareholders), the oppression can be removed by purchasing Mr. Vizer's shares in the Company in exchange for offsetting part of his alleged debt to the Company.
5. Order the expropriation of control from Mr. Vizer and give the minority shareholders the right to appoint the Company’s Board.
6. To give any remedy that the court deems appropriate for the purpose of removing the oppression.
Along with the Lawsuit, the Plaintiff filed an application for a restraining order (the “Restraining Order”), to prohibit the Company from proceeding with the cancellation of the admission of the Company’s Ordinary Shares (the “Shares”) to trading on the AIM Market pending a decision on the Lawsuit.
On February 21, 2022, the court decided to accept the Plaintiff’s ex parte application for the Restraining Order, according to which the Company will not procced with the cancellation of the admission of the Shares for trading on the AIM Market. Response to the ex parte application for the Restraining Order must be filed by the Company and Mr. Vizer by not later than February 28, 2022. In addition, the court decided that the Plaintiff will deposit a bank guarantee in the amount of NIS 100,000 as security until February 28, 2002. If the said amount will not be deposited by that date, the Restraining Order will be canceled.
The Company is in the process of preparing an application requesting cancelation of the ex parte temporary restraining order and intends to vigorously defend the Lawsuit and believes that it has cogent claims and defences in this regard. The Company has notified its insurers with respect to the Lawsuit and the restraining order.