M&A Activity • Nov 6, 2025
M&A Activity
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To: Israel Securities Authority https://www.magna.isa.gov.il
To: Tel Aviv Stock Exchange Ltd. http://maya.tase.co.il
(datacenters) in Petah Tikva
May 11, 2025
Further to the immediate reports published by the Company on August 20, 2024, and June 14, 2022 (references: 2024-01- 090418 and 2022-01-073348, respectively) and to the capital market presentations published by the Company on March 12, 2025, and May 30, 2024 (references: 2025-01-016343 and 2024-01-055072, respectively), in which the Company updated, inter alia, that Digital-Mivne Partnership¹ (a) is advancing the initiation of a rst data center on land of approximately 10 dunams in Petah Tikva (the land) with a total capacity of 18 MW (the project), whose rst stage (with a capacity of 10 MW) is in advanced planning stages, and (b) is negotiating the addition of a strategic partner to the project, the Company is honored to announce that on May 8, 2025, the Digital-Mivne Partnership (and with respect to some of the agreements or certain stipulations, also the Company or a wholly-owned subsidiary thereof) entered into a series of agreements with Med-1 I.C.-1 (1999) Ltd. (Med-1), an Israeli company which, to the best of the Company's knowledge, engages, inter alia, in providing backup and information storage services in data centers in Israel, to add it as a partner to the project (the agreements and "the transaction", respectively).
According to the agreements, Digital-Mivne Partnership and Med-1 will establish a new partnership, in equal parts (including in the general partner), for the purposes of establishing, developing, operating and maintaining the project (the new partnership), which will purchase the land on which the project is to be established from a wholly-owned subsidiary of the Company in consideration of NIS 90 million plus VAT, and will bear all initiation expenses of the project through, inter alia, initial capital injections by the partners in the new partnership estimated at a total amount of approximately NIS 100 million². Further nancing of the activity will be made through external nancing, owners' loans, or additional capital injections by the parties to the new partnership, with dilution mechanisms established to apply in the case where a decision is made to carry out an additional investment and one of the parties does not transfer its proportional share.
According to the Company's estimate, based, inter alia, on a budget approved as part of the agreements, the Company's share in the expected cost to complete the rst stage of the project is estimated at approximately NIS 148 million.
As part of the agreements, Digital-Mivne Partnership and Med-1 (and with respect to certain stipulations, also the Company) concurrently entered into an agreement regulating the relations between the parties in the new partnership, including with respect to the appointment of directors³; decision making on material matters; right of rst offer – according to which, subject to exceptions set forth in the agreement, the parties will grant the new partnership the right of rst offer to establish and/or manage additional data centers within a certain distance from the project (the exclusivity area), and will not establish or manage additional data centers in the exclusivity area unless the new partnership chooses not to exercise its right, except for the existing data center of Med-1 in Petah Tikva⁴; rst offer rights
Further to the immediate reports published by the Company on August 20, 2024, and June 14, 2022 (references: 2024-01- 090418 and 2022-01-073348, respectively) and to the capital market presentations published by the Company on March 12, 2025, and May 30, 2024 (references: 2025-01-016343 and 2024-01-055072, respectively), in which the Company updated, inter alia, that Digital-Mivne Partnership¹ (a) is advancing the initiation of a rst data center on land of approximately 10 dunams in Petah Tikva (the land) with a total capacity of 18 MW (the project), whose rst stage (with a capacity of 10 MW) is in advanced planning stages, and (b) is negotiating the addition of a strategic partner to the project, the Company is honored to announce that on May 8, 2025, the Digital-Mivne Partnership (and with respect to some of the agreements or certain stipulations, also the Company or a wholly-owned subsidiary thereof) entered into a series of agreements with Med-1 I.C.-1 (1999) Ltd. (Med-1), an Israeli company which, to the best of the Company's knowledge, engages, inter alia, in providing backup and information storage services in data centers in Israel, to add it as a partner to the project (the agreements and "the transaction", respectively).
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
With regard to the sale of shares and rights in the general partner and the new partnership, and prohibition on selling such shares and rights for a mutually agreed period; distribution policy; a mechanism for resolving disputes (deadlock), and more.
Additionally, (a) the new partnership and Med-1 will enter into an agreement for the provision of interconnectivity services between Med-1's existing data center in Petah Tikva and the new data center to be established within the project, and (b) as a result of the transaction, the company and DLR have made a number of adjustments and updates to the existing agreements between them governing their relations in the Digital-Mivne partnership.
Completion of the transaction described above is subject to suspensive conditions, the main one being receipt of approval from the Competition Authority.
It is claried that as of the date of the report, there is no certainty that the suspensive conditions for the completion of the transaction will be fullled. The company's assessments regarding the data in this report, including the execution of projects by the Digital-Mivne partnership and the new partnership and their completion, as well as the company's assessments regarding its share of their establishment costs, constitute forward-looking information as dened in the Israeli Securities Law, 1968, and such information may, in whole or in part, not materialize or materialize materially differently from how described above. Forward-looking information is uncertain information regarding the future, including a forecast, estimate, evaluation, or other information referring to a future matter whose realization is not certain and/or not under the company's control. Forward-looking information included in this report is based, inter alia, on information received from third parties and on the company's estimates as of the date of this report.
Sincerely,
Mivne Real Estate (K.D.) Ltd.
Signed by: Uzi Levy, CEO of the company
Idit Amir, Deputy CEO, Legal Advisor and Company Secretary
It should be noted that in connection with the rst offer right provisions, the company has committed, subject to certain conditions, to grant the new partnership a right of rst offer regarding the lease (and in certain cases, also sale) of properties in the exclusivity area, provided that their intended use is for data center activities, all in accordance with and subject to the provisions set out in the agreements. 4
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