0000921895-17-002628.txt : 20171113 0000921895-17-002628.hdr.sgml : 20171110 20171113172338 ACCESSION NUMBER: 0000921895-17-002628 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171113 DATE AS OF CHANGE: 20171113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAMADA LTD CENTRAL INDEX KEY: 0001567529 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87516 FILM NUMBER: 171197225 BUSINESS ADDRESS: STREET 1: 2 HOLTZMAN ST., SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 7670402 BUSINESS PHONE: 97289406472 MAIL ADDRESS: STREET 1: 2 HOLTZMAN ST., SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 7670402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brosh Capital Partners L.P. CENTRAL INDEX KEY: 0001703304 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 MENACHEM BEGIN RD. CITY: RAMAT-GAN STATE: L3 ZIP: 5268104 BUSINESS PHONE: 972-77-3206050 MAIL ADDRESS: STREET 1: 11 MENACHEM BEGIN RD. CITY: RAMAT-GAN STATE: L3 ZIP: 5268104 FORMER COMPANY: FORMER CONFORMED NAME: Exodus Capital L.P. DATE OF NAME CHANGE: 20170410 SC 13D/A 1 sc13da211247003_11132017.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Kamada Ltd.

(Name of Issuer)

Ordinary Shares, par value of NIS 1.00

(Title of Class of Securities)

M6240T10 9

(CUSIP Number)

Amir Efrati

Brosh Capital PARTNERS, L.P.

11 Menachem Begin Rd.

Ramat-Gan, Israel 5268104

+972-77-3206050

 

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications) 

November 9, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. M6240T10 9

  1   NAME OF REPORTING PERSON  
         
        Brosh Capital Partners, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,411,175*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,411,175*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,411,175*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

*Includes 250,000 Shares obtained pursuant to a private agreement entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement, certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November 2, 2017.

  

2

CUSIP NO. M6240T10 9

  1   NAME OF REPORTING PERSON  
         
        Exodus Management Israel Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Israel  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,566,894*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,566,894*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,566,894*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.4%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

 

*Includes 250,000 Shares obtained pursuant to a private agreement entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement, certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November 2, 2017.

  

3

CUSIP NO. M6240T10 9

 

  1   NAME OF REPORTING PERSON  
         
        Amir Efrati  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Israel  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,094,721*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,094,721*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,094,721*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

*Includes 250,000 Shares obtained pursuant to a private agreement entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement, certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November 2, 2017.

  

4

CUSIP NO. M6240T10 9

 

  1   NAME OF REPORTING PERSON  
         
        Aharon Biram  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Israel  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         233,653  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          233,653  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        233,653  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

   

5

CUSIP NO. M6240T10 9

 

  1   NAME OF REPORTING PERSON  
         
        Esther Deutsch  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Israel  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         294,174  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          294,174  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        294,174  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

6

CUSIP NO. M6240T10 9

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Brosh and held in the Exodus Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 2,411,175 Shares owned directly by Brosh is approximately $11,020,859, excluding brokerage commissions. The aggregate purchase price of the 155,719 Shares held in the Exodus Managed Account is approximately $791,537, excluding brokerage commissions. The Shares purchased by Mr. Biram were purchased with personal funds, in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 233,653 Shares owned directly by Mr. Biram is approximately $1,147,716, excluding brokerage commissions. The Shares purchased by Ms. Deutsch were purchased with personal funds, in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 294,174 Shares owned directly by Ms. Deutsch is approximately $1,425,249, excluding brokerage commissions.

Item 4.Purpose of Transaction.

Item 4 is amended to add the following:

On November 9, 2017, Brosh Capital Partners, L.P. and certain of its affiliates (collectively, “Brosh”) entered into an agreement with the Issuer (the “Letter Agreement”) regarding, among other things, amending the agenda for the Issuer’s 2017 Annual General Meeting of Shareholders (the “2017 AGM”) with respect to director nominees and board composition. The following description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the Letter Agreement, the Issuer will amend the agenda for the 2017 AGM to among other things (i) fix the size of the Board of Directors of the Issuer (the “Board”) at ten (10) members; (ii) add Mr. Asaf Frumerman, as a nominee for the election to the Board by the shareholders at the 2017 AGM; and (iii) add two (2) industry experts to be specified in the 2017 AGM revised agenda.

Additionally, pursuant to the Letter Agreement, for as long as Mr. Frumerman (or his substitute) serves on the Board, Brosh is prohibited from taking specified actions with respect to the Issuer and its securities, including, among others: (i) making or in any way participating in any solicitation of proxies to vote, or seeking to advise, encourage or influence any person with respect to the voting of, any of the Issuer’s securities; or (ii) subjecting any Shares of the Issuer to any arrangement or agreement with respect to the voting thereof, other than as set forth in the Letter Agreement; or (iii) seeking, alone or in concert with others, representation on the Board, except as provided for in the Letter Agreement.

Brosh also agreed to withdraw its letter sent to the Issuer on November 2, 2017.

7

CUSIP NO. M6240T10 9

Item 5.Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows

The aggregate percentage of Shares reported owned by each person named herein is based upon 40,328,742 Shares outstanding as of October 20, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Notice of 2017 Annual General Meeting of Shareholders filed with the Securities and Exchange Commission on October 26, 2017.

A.Brosh
(a)As of the close of business on November 13, 2017, Brosh beneficially owned 2,411,175 Shares.

Percentage: Approximately 6.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,411,175
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,411,175

 

(c)The transactions in the Shares by Brosh since the filing of the Amendment No.1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
B.Exodus GP
(a)As the general partner of Brosh, Exodus GP may be deemed the beneficial owner of the (i) 2,411,175 Shares directly owned by Brosh and (ii) 155,719 Shares held in the Exodus Managed Account.

Percentage: Approximately 6.4%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,566,894
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,566,894

 

(c)Exodus GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Exodus and through the Exodus Managed Account since the filing of the Amendment No.1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
C.Mr. Efrat
(a)Mr. Efrati as the portfolio manager of each of Brosh and Exodus GP and because of certain Power of Attorney Agreements between him and each of Mr. Biram and Ms. Deutsch, may be deemed the beneficial owner of the (i) 2,411,175 Shares owned by Brosh, (ii) 155,719 Shares held in the Exodus Managed Account, (iii) 233,653 Shares owned by Mr. Biram and (iv) 294,174 Shares owned by Ms. Deutsch.

Percentage: Approximately 7.7%

8

CUSIP NO. M6240T10 9

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,094,721
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,094,721

 

(c)Mr. Efrati has not entered into any transactions since the filing of the Schedule 13D. The transactions in the Shares by Brosh, Mr. Biram and Ms. Deutsch and through the Exodus Managed since the filing of the Amendment No.1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.       Mr. Biram

(a)As of the close of business on November 13, 2017, Mr. Biram beneficially owned 233,653 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 233,653
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 233,653

 

(c)The transactions in the Shares by Mr. Biram since the filing of the Amendment No.1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.       Ms. Deutsch

(a)As of the close of business on November 13, 2017, Ms. Deutsch beneficially owned 294,174 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 294,174
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 294,174

 

(c)The transactions in the Shares by Ms. Deutsch since the filing of the Amendment No.1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

9

CUSIP NO. M6240T10 9

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On November 9, 2017, Brosh and the Issuer entered into the Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1Letter Agreement, dated November 9, 2017

10

CUSIP NO. M6240T10 9

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2017

 

  BROSH CAPITAL PARTNERS, L.P.
   
  By: Exodus Management Israel Ltd.
    Its General Partner
   
  By: /s/ Amir Efrati
    Name: Amir Efrati
    Title: Authorized Signatory

 

 

  EXODUS MANAGEMENT ISRAEL LTD.
   
  By: /s/ Amir Efrati
    Name: Amir Efrati
    Title: Authorized Signatory

 

 

  /s/ Amir Efrati
 

Amir Efrati

Individually, and as attorney-in-fact for Aharon Biram and Esther Deutsch

 

11

CUSIP NO. M6240T10 9

SCHEDULE A

Transactions in the Shares Since the Filing of the Schedule 13D

Nature of Transaction Date of Purchase/Sale [mm/dd/yyyy] Securities Purchased/(Sold) Price [U.S. $]

 

BROSH CAPITAL PARTNERS L.P.

Purchase of Ordinary Shares 11/13/2017 27,052 4.6472
Purchase of Ordinary Shares 11/13/2017 100,000 4.6500

 

EXODUS MANAGEMENT ISRAEL LTD. (THROUGH THE EXODUS MANAGED ACCOUNT)

Purchase of Ordinary Shares 11/12/2017 8,874 4.5367
Purchase of Ordinary Shares 11/12/2017 495 4.5339

 

AHARON BIRAM

Purchase of Ordinary Shares 11/12/2017 220 4.5735
Purchase of Ordinary Shares 11/12/2017 1,022 4.5735
Purchase of Ordinary Shares 11/12/2017 6,246 4.5367

 

ESTHER DEUTSCH

Purchase of Ordinary Shares 11/12/2017 8 4.5735
Purchase of Ordinary Shares 11/12/2017 2,400 4.5735
Purchase of Ordinary Shares 11/12/2017 22 4.5339
Purchase of Ordinary Shares 11/12/2017 6,224 4.5367

 

EX-99.1 2 ex991to13da211247003_111317.htm LETTER AGREEMENT

Exhibit 99.1

 

November 9, 2017

Reference is made to the letter from Brosh Capital Partners L.P. and Exodus Management Israel L.P. to Kamada Ltd. (the “Company”), dated November 2, 2017 (the “Request Letter”).  Brosh Capital Partners L.P., together with Exodus Management Israel L.P., Amir Efrati, Asaf Frumerman, Aharon Biram and Esther Deutsch are referred to collectively as the “Brosh Group”.

Further to the discussions between the Brosh Group and the Company, it is hereby agreed as follows:

1. Board Nominations

 

  (i) The Company shall amend the agenda for the 2017 Annual General Meeting of Shareholders of the Company scheduled to take place on November 30, 2017 (the “AGM”) to: (a) fix the size of the Board of Directors of the Company (the “Board”) at 10 members; (b) add Brosh Group representative, Mr. Asaf Frumerman, as a nominee for the election to the Board by the shareholders at the AGM; (c) add two industry experts to be specified in the AGM revised agenda (the “Expert Director Nominees” and together with Mr. Asaf Frumerman, the “Nominees”); (d) remove Mr. Saadia Ozeri as a director nominee for election by shareholders of the Company at the AGM; and (e) authorize the Company to enter into an indemnification and exculpation agreement with each of the Nominees, subject to their election at the AGM.

 

  (ii) For the avoidance of doubt, it is hereby clarified that the said amendments will be the only amendments or revisions introduced to the agenda for the AGM, as compared to the agenda filed by the Company under Form 6-K on October 26, 2017.

 

  (iii) Without derogating from any of his powers and authorities or otherwise limiting his function as a member of the Board, including inter alia with respect to the exercise of independent discretion (as prescribed by Section 106 of the Companies Law, 5759-1999), so long as he is a member of the Board, Mr. Frumerman shall comply with all applicable laws and policies, procedures, processes, codes, rules, standards and guidelines in effect from time to time, applicable to other members of the Board, provided that the terms thereof are not unlawful, including (without limitation) the Company’s code of conduct, code of ethics, securities trading policies, confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees.

 

  (iv) Each of the Nominees shall be provided with the same level of insurance coverage and undertakings as to exculpation and indemnification as the other members of the Board, consistent with the Company’s policies from time to time.

 

  (v) If at any time following the date hereof, (A) the Brosh Group and its affiliates cease to “beneficially own” (as such term is defined in Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended) an aggregate of at least 5% of the outstanding ordinary shares, par value NIS 1.00 each, of the Company (as adjusted for any share splits, bonus shares issuances, combinations, reverse splits, recapitalizations and the like) (the “Minimum Holdings”), or (B) any member of the Brosh Group or its affiliates performs a Prohibited Act (as defined below), during the Standstill Period (as defined below), or (C) Mr. Frumerman breaches his obligations under Section 1(iii) hereof, then Mr. Frumerman shall promptly tender his resignation from the Board. The Brosh Group shall, as promptly as reasonably practicable, notify the Company upon its beneficial holdings decreasing to below the Minimum Holdings.

 

  (vi) Contemporaneously with the execution hereof, Mr. Frumerman shall provide the Company with an executed and irrevocable resignation letter in the form attached hereto as Exhibit A (the “Resignation Letter”).  The Resignation Letter shall become effective in the event Mr. Frumerman does not resign from the Board when required to do pursuant to subsection (v) above, subject to the Company providing the Brosh Group with no less than 7 days prior written notice. The Company shall provide Brosh Group and Mr. Frumerman with a reasonable opportunity to advocate the suspension of the Resignation Letter.

 

  (vii) Mr. Frumerman hereby notifies the Company that he waives, and he hereby waives, any and all director fees in connection with his service as a member of the Board during the Standstill Period. The Expert Director Nominees will be entitled to be granted with options and all other benefits to be granted to all other Board members.

 

  (viii) In any event that prior to the lapse of the lapse of the Standstill Period: (a) Mr. Frumerman decides  to resign from or is otherwise unable to serve on the Board in circumstances other than those described in subsection (v) above, or (b) any of Expert Directors Nominees resigns from, or is otherwise unable to serve on the Board, then the Company shall appoint one (or more) substitute director(s) proposed by the Brosh Group, to serve instead of Mr. Frumerman or any of  the Expert Director Nominees (as the case may be) until the lapse of the Standstill Period. It is further clarified that (a) Brosh Group will propose at least two candidates for each such vacancy, (b) the Company will have the right to reject those candidates for reasonable reasons that will be detailed in writing, and (c) Brosh Group will have the right to propose additional candidates instead of those rejected by the Company until the vacancy is filled.

 

 

 

2. Proxy Contests and Other Matters. During the period commencing as of the date hereof and ending upon the date that the Company notifies its shareholders of convening a general meeting, the agenda of which meeting includes any matters concerning the appointment and/or dismissal of the members of the Board (the “Standstill Period”):

 

  (i) For as long as Mr. Frumerman (or his substitute on behalf of Brosh Group) serves on the Board, the Brosh Group and its affiliates shall not, directly or indirectly: (a) make or in any way participate in any solicitation of proxies to vote, or seek to advise, encourage or influence any person (or support or assist any third party in so advising, encouraging or influencing any persons) with respect to the voting of, any of the Company’s shares (other than such advice, encouragement or influence in the capacity as a director of the Company that is consistent with the Board’s recommendation in connection with such matter), including taking any action (or supporting or assisting any action taken by a third party) for the convening of any meeting of the Company’s shareholders (including requesting that the Company call or itself calling for a meeting of the Company’s shareholders) or for the inclusion of items on the agenda of any such meeting; or (b) subject any shares of the Company to any arrangement or agreement with respect to the voting thereof, other than any such voting trust, arrangement or agreement solely among the members of the Brosh Group and otherwise in accordance with this letter agreement; (c) seek, alone or in concert with others, representation on the Board, except as specifically contemplated in Section 1 hereof or as otherwise agreed with the Company; or .(d) advise, assist, encourage or seek to persuade any third party with to take any action with respect to the matters set forth in this Section 2(i).

 

  (ii) For as long as Mr. Frumerman (or his substitute on behalf of Brosh) serves on the Board, the Brosh Group and its affiliates and the Company shall not, and shall cause their representative, officers, directors and employees not to, make any statement or announcement that attacks, disparages, defames or slanders the other, or their respective directors, officers or employees, in any way that could adversely affect their business, goodwill, reputation or relationships with the public generally, or with any of their customers, suppliers, shareholders or employees.

 

  (iii) The Brosh Group and its affiliates, on the one hand, and the Company, on the other hand, shall not institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the other, any of their respective subsidiaries or any of their respective current or former directors or officers (including, if applicable, derivative actions), subject to applicable law and excluding any such litigation, arbitration or other proceeding arising in connection with this letter agreement.

For the avoidance of doubt, the above limitations shall not apply with respect to Mr. Frumerman's voting in board or committee meetings.

Each of the acts set forth in clauses (i)-(iii) above is referred to herein as a “Prohibited Act”.

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3. Promptly after his appointment for the Board, Mr. Frumerman will be also appointed as a member of any Board committee or of any other Company forum that handles the Company’s strategy.

4. Subject to and effective as of the filing by the Company on Form 6-K of the amended proxy materials for the AGM, as updated in accordance with this letter agreement, the Request Letter shall be deemed withdrawn.

 

5. Following the execution of this letter agreement, the Company shall announce this letter agreement and the material terms hereof by issuing a press release in a form that will be agreed with Brosh Capital Partners L.P.

 

6. The internal laws of the State of Israel, without regard to its choice of law rules, shall govern the validity of this letter agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereunder. The appropriate courts in Tel Aviv - Jaffa, Israel shall have exclusive jurisdiction over any dispute or claim in connection with this letter agreement.


[Signature Page to Follow] 

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Acknowledged and Agreed: 

 

Company:

 

   
Kamada Ltd.    
     
By:        
Name:        
Title:        


 

The Brosh Group:

 

     
Brosh Capital Partners L.P.   Exodus Management Israel L.P.  
       
By:     By:    
Name:     Name:    
Title:     Title:    
       
Signature:     Signature:    
By: Amir Efrati   By: Asaf Frumerman  


[Signature Page to Letter Agreement]

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Exhibit A 

Resignation Letter 

[●], 2017

Attention: Board of Directors

Kamada Ltd.

2 Holzman Street

Weizmann Science Park

P.O. Box 4081

Rehovot 7670402, Israel

Re: Resignation 

Ladies and Gentlemen: 

This irrevocable resignation is delivered pursuant to Section 1 of that certain letter agreement, dated November [●], 2017 (the “Agreement”), by and between Kamada Ltd. (the “Company”) and Brosh Capital Partners L.P., Exodus Management Israel L.P., Amir Efrati, Asaf Frumerman, Aharon Biram and Esther Deutsch.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. 

Effective only upon, and subject to, the occurrence of any of the following: (A) the Brosh Group and its affiliates cease to “beneficially own” (as such term is defined in Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended) the Minimum Holdings, or (B) any member of the Brosh Group or its affiliates performs a Prohibited Act or (C) Mr. Frumerman breaches his obligations under Section 1(iii) of the Agreement, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. 

This resignation may not be withdrawn by me at any time during which it is effective, however it will expire and have no effect after the expiration of the Standstill Period.  

Sincerely, 

_____________________________________

Name: Asaf Frumerman