ISRAEL BAR ASSOCIATION/AMERICAN BAR ASSOCIATION JOINT CONFERENCE
May 30 – June 3, 2010
Fact Scenario for Program on "Acquiring High Tech Companies in Israel" *
1. Charlie Bucket, our hero, grew up on the hard scrabble streets of Ra'anana, with a deep
love of (some would say an obsession with) chocolate. He decided to develop the best
chocolate in the world based on biologically engineered coca beans. He managed to
get an exclusive license to some relevant patents from the Machon Vulkani. He also
received a grant from the Office of the Chief Scientist to fund R&D and help build his
factory. He also hired one of the best experts in the field of chocolate from the
Weizman Institute, and together they incorporated ChoGo as an Israeli company.
Three years after they started development, ChoGo managed to raise capital on the
Tel-Aviv Stock Exchange and currently Charlie owns approximately 45% of the
2. ChoGo managed to develop the sweetest most addictive chocolate ever tasted on earth.
As a result, the Israeli intelligence services decided to contract with ChoGo to develop
and enhance its proprietary coca beans by integrating them with a micro transmitter.
The thought was to feed the chocolate produced from these beans to those lucky
individuals whom the army wishes to track. Charlie and the ChoGo team loved the
idea as they could immediately see the civilian applications for this chocolate – such
as the ability to track children and other chocolate loving creatures.
3. ChoGo has attracted the interest of a competing chocolate manufacturer named Willy
Wanka. Willy had moved from the U.K. to Teaneck, New Jersey at an early age, after
he could no longer bear the teasing caused by the unfortunate combination of his first
and last names. In Teaneck, Wanka founded a global chocolate empire, having
swallowed numerous other chocolate manufacturers. Wanka also counted among his
portfolio a 25% stake in Elite, the leading Israeli manufacturer of chocolate products
(noted especially for their "Para Aduma" line of products).
4. Wanka was attracted to ChoGo because no one else, including Wanka himself, has any
biologically engineered chocolate. Wanka's condition for the deal was that Charlie
agree to become the global R&D director of the Wanka group. In return, Wanka is
willing to grant Charlie 5% of the group’s equity in consideration. However, Wanka
also has advised Charlie that his future plans include moving ChoGo's manufacturing
out of Israel to Wanka's facility in Cadbury, England, where all of his IP is
5. At the time Wanka's offer was made, ChoGo had barely started sales, but it was clear
that its products were going to change the way the world perceived chocolate, as the
biologically engineered beans were revolutionary.
6. We are now going to take you – live and in colour – to the initial conference call
where Wanka's U.S. lawyer, Daniel Gamulka of the Wall Street law firm
Hungerdunger, Hungerdunger, Hungerdunger, Hungerdunger & McCormick, will be
* Prepared by Maya Liquornik of Meitar Liquornik Geva & Leshem Brandwein, with the assistance of
Daniel Gamulka (Gross Kleinhendler & Co.) and Mark Katz (Davies Ward Phillips & Vineberg LLP).
speaking to his counterparts in Israel: Maya Liquornik, Yechiam Cohen, Chaim
Friedland and Tamar Dolev-Green of Walla, Achla, Sababa & Co. Willy Wanka will
also be participating.
7. Daniel's goal will be to understand the various corporate and regulatory ramifications
of the proposed deal. The goal of the Israeli lawyers will be to handle the call in as
efficient a manner as possible so as not to miss their long-awaited glass bottom boat
tour of the Red Sea, part of the festivities planned around the joint 2010 ABA/IBA
conference in Eilat.