The Israeli financial market is buzzing following new legal steps taken against Ayalon Insurance. According to reports by the 'ice' website, Gad Liberman, a shareholder in the insurance company, has sent a sharp warning letter to the chairman of Ayalon's board of directors. The move follows a major deal in which Ayalon's parent company, Wisure GlobalTech, acquired the operations of Altshuler Shaham Finance.
According to the letter, Liberman claims the deal was executed without the legally required approvals, raising concerns that it could cause material damage to the company and its investors. The legal focus of the shareholder's claims rests on an alleged structural conflict of interest. The letter states that Wisure has now become the controlling shareholder of a large financial entity that directly competes with Ayalon's core activities in the provident fund sector. The letter points to concerns regarding the allocation of business opportunities and collaborations within the group, potentially leading to the prejudice of Ayalon's shareholders.
The claims also focus on the board's decision to waive Ayalon's participation in the acquisition of Altshuler Shaham, a move the company justified by citing 'regulatory constraints.' Liberman is now demanding that the company immediately disclose the nature of those constraints, detail the alternatives considered by the board, and identify the parties who approved the decision to waive the deal. Furthermore, the letter requests a re-examination of future arrangements, including a clause allowing Wisure to assign up to 10% of Altshuler Shaham Finance capital to Ayalon. The central claim here is that transferring appreciation potential to the controlling shareholder may erode the insurance company's economic value.
Ayalon Insurance responded to the claims by stating it continues to expand its provident fund activities successfully, in line with its business plan, having raised approximately two billion shekels. The company emphasized that Ayalon's board operates and will continue to operate in accordance with the law and applicable regulations. This case illustrates the governance complexity involved in mergers and acquisitions within holding groups, especially where there is an overlap between the activities of subsidiaries and the controlling entity, an issue central to legal discourse on corporate governance and conflicts of interest.