In these circumstances, Mr. Nehemia should have brought the proposal, even if it was in a relatively general outline, to the Board of Directors for consideration. He didn't do that. Therefore, it can be argued that he acted deliberately in order to reduce the chances of advancing the outline proposed by Mr. Kneppler, led to the selection of the Dayan Group's proposal, and thus contributed to the formulation of the tort of breach of contract.
- However, this potential channel was quickly ruled out, given the nature of the proposal, which is also inferior to the Dayan Group's proposal, which was on the agenda. An examination of the proposal (Appendix 36 to Knefler's affidavit) reveals the following picture:
- At the starting point, Guy Development holds about 24% of the share capital of the French company, which owns the property companies. These shares are held by Mr. Knefler. The other 76 percent remained interested.
- Knepfler will pay 3.6 million euros for the balance of the shares on top of the 3.5 euros he has paid so far. It follows that in accordance with the offer, the company will absorb a reduction in the consideration agreed upon in the original transaction.
- A sum of €2.1 million will be transferred from Mr. Knepfler in exchange for the transfer of the remaining ownership of the assets to him.
- Additional sums of €0.6 million and €0.9 million will be paid by Mr. Knepfler later on, after he has sold the assets to third parties and subject to additional instructions that do not need to be specified here.
- 18 months were given for the purpose of selling the assets to such third parties.
It is clear that this offer was also not attractive from the company's point of view. its immediate cash component was lower than that of the Dayan Group; It did not solve the many problems of debt that had to be paid back in November 2016. Receiving the rest of the consideration was speculative. It was dependent on the sale of the assets, could have taken a long time, and we will mention the lack of trust that prevailed at that time between the directors and Mr. Knefler. Against this background, and even if the proposal had been a candidate for discussion, it would have been rejected.