Alon Blue Square Board Oks Sale Of Certain Dor Alon Shares To Alon Israel Oil

(RTTNews) - Alon Blue Square Israel Ltd. (BSI) announced that its board of directors has approved the sale by the Company to its controlling shareholder, Alon Israel Oil Company Ltd., of ordinary shares held by the Company in Dor Alon Energy In Israel (1988) Ltd. for NIS 50 million.

The price per share in the transaction would be equal to the average closing price per ordinary share of Dor Alon during the seven trading days immediately preceding the closing of the Alon Oil Transaction (currently expected to be November 10, 2015), and the number of the Purchased Shares would be the determined by dividing NIS 50 million by the price per share.

In the event Alon Oil sells any Purchased Shares during the two years after closing of the Alon Oil Transaction at a price per share (excluding transaction costs, if any) exceeding the Transaction Price, Alon Oil would be required to pay such excess amount to the Company multiplied by the number of Purchased Shares sold at such price.

Alon Oil acknowledges that the Company is in the process of selling all its holdings in Dor Alon in a competitive process. The Company would have the right to require Alon Oil to resell the Purchased Shares (that it had not yet resold prior to execution of definitive agreement for the Dor Alon Transaction) in the context of the Dor Alon Transaction, so long as the Dor Alon Closing occurs no later than eight months after the closing of Alon Oil Transaction.

If the price per share in the Dor Alon Transaction (minus transaction costs, if any) exceeds the Transaction Price, Alon Oil would be required to pay the excess to the Company multiplied by the number of Purchased Shares sold by Alon Oil in the Dor Alon Transaction. If the Bring Along Right is exercised with respect to all the Purchased Shares held by Alon Oil at that time, Alon Oil would pay the excess price (payable in the Dor Alon Closing above the Transaction Price) to the Company also with respect to the Purchased Shares that Alon Oil had previously sold (but only if the excess price exceeds the excess price previously paid by the Alon Oil upon its sale of the Purchased Shares, in accordance with the preceding paragraph and after deduction of the excess price previously paid.