Bicuri Hasadeh Agrees to Shareholder Vote on Deal After Legal Pressure

Vegetable wholesaler Bicuri Hasadeh has agreed to hold a shareholder meeting to approve a deal to purchase the stake of Rafi Steinberg, the brother-in-law of controlling shareholders, in the Shuk Ha'ir chain. This decision comes three months after the company initially refused the Israel Securities Authority's demand to classify the acquisition as a related-party transaction requiring shareholder approval. The company's change of heart followed a request for document disclosure filed by a shareholder in the economic department of the District Court, signaling a potential derivative lawsuit.

Bicuri Hasadeh, controlled by brothers Ilan and Shashi Sheva, holds a 90.01% stake in Shuk Ha'ir through its subsidiary Bicuri Hasadeh Retail. Rafi Steinberg owns the remaining shares and previously served as the chain's CEO. In June, an agreement was announced for Bicuri Hasadeh Retail to buy Steinberg's shares for approximately NIS 172 million, with Steinberg exiting his role.

Despite the family connection, Bicuri Hasadeh initially did not classify the deal as a related-party transaction. The Israel Securities Authority discussed the matter with the company and insisted it be treated as such. The Sheva brothers, however, relied on an opinion from Professor Assaf Akstein, who supported their position that it was not a related-party transaction.

However, a shareholder's subsequent request for company documents raised concerns about the transaction's approval process, the controlling shareholders' alleged lack of personal interest, and the failure to bring it before the general assembly for a special majority vote. Institutional investors, including Mor Pension and Provident Funds, then urged the controlling shareholders to submit the deal for shareholder approval.

The shareholder meeting is scheduled for next Thursday. Bicuri Hasadeh stated that if the shareholders do not approve the deal, the controlling shareholders will proceed with the acquisition through their private company, Bicuri Hasadeh South. At the same meeting, shareholders will also vote on the appointment of Ron Sheva, Shashi Sheva's son, as a director and deputy CEO, and Ilan Sheva's nephew. Ron Sheva is slated for a DevOps role at Bicuri Hasadeh South Marketing Agricultural Produce, a wholly-owned subsidiary of the public company, with an initial gross monthly salary of NIS 22,000, rising to NIS 30,000 within two years, totaling NIS 510,000 annually.