UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
BIOCANCELL LTD.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01
(Title of Class of Securities)
N/A
(CUSIP Number)
Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
Attn: Corporate Secretary
Telephone: 972-3-6121616
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2012
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: o
* 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 (the "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).
SCHEDULE 13D
CUSIP No.: N/A
| 1) | NAMES OF REPORTING PERSONS Clal Biotechnology Industries Ltd. |
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o |
| 3) | SEC USE ONLY
|
| 4) | SOURCE OF FUNDS WC |
| 5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION Israel |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7) | SOLE VOTING POWER 0 |
| 8) | SHARED VOTING POWER 65,948,897* |
| 9) | SOLE DISPOSITIVE POWER 0 |
| 10) | SHARED DISPOSITIVE POWER 65,948,897* |
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,948,897* |
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.16%* |
| 14) | TYPE OF REPORTING PERSON CO |
* See Item 5.
CUSIP No.: N/A
| 1) | NAMES OF REPORTING PERSONS Clal Industries and Investments Ltd. |
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o |
| 3) | |
| 4) | SOURCE OF FUNDS Not Applicable |
| 5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION Israel |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7) | SOLE VOTING POWER 0 |
| 8) | SHARED VOTING POWER 65,948,897* |
| 9) | SOLE DISPOSITIVE POWER 0 |
| 10) | SHARED DISPOSITIVE POWER 65,948,897* |
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,948,897* |
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.16%* |
| 14) | TYPE OF REPORTING PERSON CO |
EXPLANATORY NOTE
This Amendment No. 2 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on August 16, 2012 (the "Original Schedule 13D"), as amended on December 17, 2012 (together with the Original Schedule 13D and all amendments thereto, the “Schedule 13D”) by Clal Biotechnology Industries Ltd. (“CBI”) and Clal Industries and Investments Ltd. (“Clal Industries” and together with CBI, the "Reporting Persons"). Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Original Schedule 13D.
The Reporting Persons are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act, which is expressly disclaimed.
The following amends and supplements Items 4, 5 and 7 of the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D, “Purpose of Transaction,” is amended and supplemented by adding the following:
On December 31, 2012, CBI submitted a non-binding proposal (the “Proposal”) for a going-private transaction to the Issuer. The Proposal contemplates the merger (the “Merger”) of a to be formed wholly owned subsidiary of CBI (the “Acquisition Company”), with and into the Issuer, and each outstanding Share would be exchanged for a certain amount of shares of CBI, to be determined by negotiations of CBI and the Issuer. If the proposed Merger is completed, the Shares of the Issuer would be delisted from the Tel Aviv Stock Exchange (the "TASE"). The entering into the Merger transaction is subject to the negotiations of the parties, the receipt of applicable approvals of the parties and applicable law.
As described in the Original Schedule 13D, as a result of the private placement described therein and in accordance with the contractual anti-dilution undertakings of the Subsidiary, the Issuer is required to issue to CBI additional Shares for no consideration, which issuance and the terms thereof are being discussed with the Issuer (and, consequently, such Shares are not included in the number of Shares beneficially owned by CBI reported in this Statement) (the "Dilution Shares"). In the Original Schedule 13D, the number of Dilution Shares was approximately 1.35 million. As a result of the IPO, the number of Dilution Shares is approximately 28.7 million. On January 3, 2013, the Issuer agreed to issue 4,965,480 of the Dilution Shares to CBI for no consideration. The issuance of such Shares is subject to the approval of the TASE, and as such is not included the number of Shares beneficially owned by the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, “Interest in Securities of the Issuer,” is amended and supplemented by adding the following:
Percentages below are based on 92,276,092 Shares outstanding as of January 6, 2013, as the Issuer advised the Reporting Persons.
(a), (b) As of January 6, 2013:
(1) CBI beneficially owns 65,948,897 Shares (the "CBI Shares") representing approximately 70.16% of the Shares outstanding (on an as converted basis). The CBI Shares consist of: (i) 64,228,134 Shares, and (ii) Warrants exercisable into 1,720,763 Shares, which are exercisable within 60 days of the date of this Statement. The 65,948,897 Shares do not include the Dilution Shares (as defined above).
(2) By reason of its control of CBI, Clal Industries may be deemed to share the power to vote and dispose of the CBI Shares beneficially owned by CBI representing approximately 70.16% of the Shares outstanding (on an as converted basis). Clal Industries disclaims beneficial ownership of the CBI Shares.
Information provided to the Reporting Person indicates that the persons named in Schedules A and B hereto did not beneficially own as of January 6, 2013 any Shares, except as set forth above.
Item 7. Material to be Filed as Exhibits.
Schedule A: | Name, citizenship, residence or business address and present principal occupation of the directors and executive officers (or managing partners, as applicable) of CBI (1) |
Schedule B: | Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of Clal Industries (2) |
Exhibit 1 | Joint Filing Agreement (3) |
Exhibit 3 | June 2008 SPA (4) |
Exhibit 4 | Form of Debenture (5) |
Exhibit 5 | Form of Warrant (6) |
Exhibit 6 | 2011 SPA (7) |
Exhibit 7 | 2012 SPA (8) |
Exhibit 8 | 2012 Merger (9) |
| | Previously filed as Schedule B to the Schedule 13D filed with the SEC on August 16, 2012, and incorporated herein by reference. |
| | (3) | Previously filed as Exhibit 1 to the Schedule 13D filed with the SEC on August 16, 2012, and incorporated herein by reference. |
| | (4) | Filed as Exhibit 10.17 to the Subsidiary’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference. |
| | (5) | Filed as Exhibit 4.3 to the Subsidiary’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference. |
| | (6) | Filed as Exhibit 4.4 to the Subsidiary’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference. |
| | (7) | Filed as Exhibit 8 to the Reporting Persons’ Schedule 13D filed with the SEC (with respect to securities of the Subsidiary) on March 7, 2012, and incorporated herein by reference. |
| | (8) | Filed as Exhibit 10.1 to the Form F-4 of the Issuer filed with the SEC on May 29, 2012, and incorporated herein by reference. |
| | (9) | Filed as Annex A to the Form F-4/A of the Issuer filed with the SEC on June 5, 2012, and incorporated herein by reference. |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 8, 2013
| | Clal Biotechnology Industries Ltd. | |
| | Clal Industries and Investments Ltd. | |
| | BY: Clal Biotechnology Industries Ltd. | |
| | By: | /s/ Amos Bankirer, /s/ Orit Lidor | |
| | | Amos Bankirer and Orit Lidor, authorized signatories of Clal Biotechnology Industries Ltd., for itself and on behalf of the other Reporting Persons pursuant to an agreement annexed as Exhibit 1 to the Schedule 13D filed on August 16, 2012. | |
Schedule A
Directors and Executive Officers
of
Clal Biotechnology Industries Ltd.
(as of January 7, 2013)
Citizenship is the same as country of address, unless otherwise noted.
Name & Resident or Business Address | Position | Current Principal Occupation |
Avi Fischer 3 Azrieli Center, The Triangular Tower, 45th floor, Tel-Aviv 67023, Israel | Chairman of the Board of Directors | Chairman of Clal Industries and Investments Ltd. |
Dr. Aharon Schwartz 5 Rambam Street, Mevaseret Zion, Israel | Director | Dr. Schwartz served as Vice President Innovative Ventures for Teva Pharmaceutical Industries Ltd. Dr. Shwartz is Chairman of Biocancell Therapeutics Inc. and BioLineRx, and also serves as a director of D-Pharm Ltd, Protologics Ltd, Amorfical Ltd, Lipocure Ltd and Medingalil. |
Prof. Gabi Barabash 17 Bnei Neviim Street, Ramat Gan, Israel | Director | Prof. Barabash currently serves as Director General of the Tel Aviv Sourasky Medical Center and as Professor of Epidemiology and Preventive Medicine at the Sackler School of Medicine, Tel Aviv University. |
Jonathan Kaplan 7 Ze'ev Zabotinsky Street, Aviv Tower, 50th Floor, Ramat-Gan, Israel | Director | Mr. Kaplan is an economic consultant focusing primarily on complex tax issues. |
| | | |
Sigalia Heifetz 12 Hatzedef St., Tel-Aviv, Israel | Director | Ms. Heifetz is a consultant and business entrepreneur. |
Shmuel (Milki) Ruenstein 106 David Ha'melech Street, Herzliya, Israel | External Director | Director at Excellence Bioscience Ltd., Medison Pharma Ltd., Genarset Ltd., Ramidor Biomed Ltd. and Sibana Medical Ltd. Until 2010, served as the CEO of Taro Pharmaceuticals Ltd. |
Avi Zigelman 8 Uri Keisary Street, Tel Aviv, Israel | External Director | Mr. Zigelman is a financial consultant. |
Ruben Krupik c/o Clal Biotechnology Industries Ltd. Hogi Tower, 12A Abba Hillel Silver Street Ramat Gan 52506, Israel | Chief Executive Officer | Mr. Krupik is CEO of CBI and active Chairman of D-Pharm, CureTech, MediWound, Gamida Cell, Biocancell Therapeutics Inc. and Andromeda. |
Amos Bankirer c/o Clal Biotechnology Industries Ltd. Hogi Tower, 12A Abba Hillel Silver Street Ramat Gan 52506, Israel | Vice President for Strategy and Corporate Development | Vice President for Strategy and Corporate Development at CBI |
Gil Milner c/o Clal Biotechnology Industries Ltd. Hogi Tower, 12A Abba Hillel Silver Street Ramat Gan 52506, Israel | Chief Financial Officer and Comptroller | CFO and Comptroller for CBI. |
Orit Lidor c/o Clal Biotechnology Industries Ltd. Hogi Tower, 12A Abba Hillel Silver Street Ramat Gan 52506, Israel | Vice President & General Counsel | Vice President & General Counsel at CBI. |
Ofer Goldberg c/o Clal Biotechnology Industries Ltd. Hogi Tower, 12A Abba Hillel Silver Street Ramat Gan 52506, Israel | Vice President | At CBI, Mr. Goldberg is in charge of business development of CBI's portfolio companies. |
Ofer Gonen c/o Clal Biotechnology Industries Ltd. Hogi Tower, 12A Abba Hillel Silver Street Ramat Gan 52506, Israel | Vice President | At CBI, Mr. Gonen is in charge of business development of CBI's portfolio companies. |
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