Tamir Fishman

yesterday confirmed that the Securities Authority is investigating allegations that the company's prospectus dated March 2000 contained misleading information.

The alleged misleading details relate to directives in the company's charter regarding the dismissal and appointment of directors. The authority is also probing allegedly belated reporting, and misleading information in an announcement the company issued regarding the content of the prospectus.

Tamir Fishman is owned by Eldad Tamir and Danny Fishman, both serving as co-CEO and president.

The story began in March 2000, when the Tamir Fishman venture capital fund held an equity offering. It secured NIS 210 million at NIS 4.1 per share.

How the issue wound up under investigation is not clear. But market whispers have been circulating that investment house Ilanot Batucha accuses Tamir Fishman of providing misleading information.

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As a result of the underwriting method employed in the offering, Ilanot Batucha was stranded with 27.3% of the aggregate offered shares volume, which was much more than it had planned to acquire.

Perhaps because of the allegations, or perhaps not, in September Tamir Fishman bought back 9.5% of the shares of the Tamir Fishman venture capital fund for NIS 20.5 million in an off-floor transaction effected at NIS 4 per share, 17% above the then stock price. Today the fund's shares trade at NIS 1.65.

The case of Avi Ruimi

Another legal affair in which Tamir Fishman became embroiled relates to a claim that businessman Avi Ruimi filed against the company in early 2000.

Ruimi petitioned the court to issue temporary injunctions against Eldad Tamir and Danny Fishman and the companies owned by them, to prevent them from taking action that could change the Tamir Fishman rights to stock. He also sought to prevent them from distributing dividends or holding shareholder assemblies or board meetings.

Ruimi alleged that Fishman and Tamir tried to dodge completing a deal, after belatedly realizing that the terms were not beneficial to them. Ruimi claims that Eldad Tamir and Danny Fishman pledged to transfer 24% of the company's shares to him in return for a $3 million investment and his fulfilling his pledge to recruit $10 million for a venture capital fund managed by Tamir Fishman.

In their announcement to the Tel Aviv Stock Exchange, Eldad Tamir and Danny Fishman said that since the inquiry against the company has not been completed, they cannot respond to the allegations.