M&A Activity • Nov 4, 2025
M&A Activity
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To: Israel Securities Authority www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd. (the Stock Exchange) www.tase.co.il
November 4, 2025
Further to the immediate report published by the Company on November 4, 2025 (Reference number: 2025-01-083415) (the Original Report), the Company wishes to clarify that the consideration for the transaction was calculated based on the value of the corporations and projects held by the Noy-Nofar Partnership, except with respect to Sunprime Holdings S.r.l and the corporations held by it (Sunprime), the value attributed to them in the transaction is based, in part (2.5%), on the price of an existing commitment included in the previous partnership agreement between the Company and the Noy Fund from December 2022 (which was canceled in the new partnership agreement); and in part (2.5%), on a higher value reecting the assessed value of Sunprime as of this date.
Additionally, the Company wishes to clarify that in its estimation, as a result of the termination of the consolidation of the Noy-Nofar Partnership as stated in the Original Report, the Company will record in its nancial statements a prot of between EUR 50 and 60 million, arising from accounting rules (IFRS).
The Company's assessments regarding the value of the Noy-Nofar Partnership or Sunprime and/or the prot to be recorded by the Company as a result of the termination of the consolidation of the Noy-Nofar Partnership in its reports are considered forward-looking information, as dened by this term in the Securities Law, 1968, the realization of which is not certain and is not under the Company's exclusive control. The aforementioned assessments are based solely on management estimates, which are not reviewed or audited. It should also be claried that, as of this date, the purchase price allocation (PPA) work related to the transaction has not yet been received, and among other things, due to this, changes may occur in the value of the Noy-Nofar Partnership and/or Sunprime and/or in the scope of the prot to be recorded by the Company as stated, up to the date of publication of the nancial statements, and they may differ from the Company's assessments, including materially.
Sincerely,
O.Y. NOFAR ENERGY LTD
Signed via: Ofer Yanai, CEO and Director Nir Peleg, CFO
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For details, see Sections 4.7.9 and 4.7.9(b) of Part A of the Periodic Report for 2024, published on March 30, 2025 (Reference number: 2025-01- 022569) (the Annual Report), and the contents thereof are hereby incorporated by reference. ¹
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