FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of June 2005
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G. WILLI-FOOD INTERNATIONAL LTD.
(Translation of registrant's name into English)
3 Nahal Snir St., Yavne, Israel 81224
(Address of principal executive offices)
==============================
Indicate by check mark whether registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
FORM 20-F [X] FORM 40-F [_]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):..........
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):............
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
YES [_] NO [X]
If "YES" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.
EXPLANATORY NOTE:
This report on Form 6-K shall be deemed to be incorporated by reference in
the prospectus, dated April 19, 2000, of G. Willi-Food International Ltd.
("Registrant") included in Registrant's Registration Statement on Form F-3 (File
No. 333-11848), and to be a part thereof from the date on which this report is
filed, to the extent not superceded by documents or reports subsequently filed
with the Securities and Exchange Commission.
On June 29, 2005, the Registrant announced that it has executed definitive
agreements for the acquisition of a leading U.S. ethnic food distributor.
EXHIBITS
The following document is filed herewith as an exhibit to this Form 6-K:
Copy of the Company's press release, dated June 29, 2005.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
G. WILLI-FOOD INTERNATIONAL LTD.
Dated: June 29, 2005
By: /s/ Joseph Williger
-----------------------------
Joseph Williger
Chief Executive Officer
[WILLI FOOD LOGO] NEWS
FOR IMMEDIATE RELEASE
G. WILLI-FOOD INTERNATIONAL LTD. EXECUTES DEFINITIVE AGREEMENTS FOR THE
ACQUISITION OF LEADING U.S. ETHNIC FOOD DISTRIBUTOR
ONE OF THE LEADING DISTRIBUTORS IN THE HISPANIC MARKET
ADDITIONAL PLATFORM FOR G. WILLI FOOD'S PRODUCT LINE TO EXPAND IN U.S. & CANADA
YAVNE, ISRAEL - JUNE 29, 2005 -- G. WILLI-FOOD INTERNATIONAL LTD. (NASDAQ:
WILCF) (THE "COMPANY"), one of Israel's leading distributors of kosher food
products, today announced that a wholly-owned subsidiary of the Company has
executed definitive agreements regarding the acquisition of Vitarroz Corp., a
New Jersey-based distributor of Hispanic food products ("Vitarroz"). The
transaction will be an all-cash transaction and non-dilutive to Company
shareholders.
The definitive agreements provide that the Company may elect to acquire either a
fifty percent interest in the business of Vitarroz (the "Business") or a
fifty-five percent interest in the Business. Following the closing, the Company
has the option for a limited period to require that Vitarroz reacquire the
Company's entire interest in the Business in return for the repayment of the
full amount invested by the Company. If the Company elects to acquire a fifty
percent interest in the Business it has an option to acquire an additional one
percent interest in the Business within eighteen months of the closing.
Financial terms of the transaction were not disclosed.
Zwi Williger, Chairman and COO of Willi-Food said, "I am pleased to have
executed the agreements with Vitarroz after three months of negotiations. The
Company has a great opportunity to expand its operations in the fastest growing
sector of the U.S. food industry, the Hispanic market. Vitarroz has great brand
awareness and an excellent reputation for quality and good value. I believe that
we can add our management expertise and buying capabilities to Vitarroz. By
doing so I believe that we can reduce costs and expand margins through greater
efficiencies. We expect to complete our final due diligence with respect to the
Business in the near future. We anticipate that following the consummation of
the transaction the Company's pro forma consolidated annual revenues will
significantly increase."
Steve Weinreb, President of Vitarroz said "We are looking forward to and are
excited with the opportunities for growth as a result of the synergies of both
companies. In view of our strong brand acceptance and distribution capabilities,
we hope to become one of the leading direct-store-delivery (DSD) distributors of
ethnic brands."
The Company previously announced on March 29, 2005 that it had executed a
memorandum of agreement with respect to the acquisition of Vitarroz and that it
would form a joint venture with Millstone Brands Inc. to invest in the Business.
Millstone Brands Inc. will not participate in the Company's transaction with
Vitarroz.
Consummation of the transaction is contingent upon the completion of final due
diligence, Board of Director approval of the transaction, approval of regulatory
bodies (if necessary) and the satisfaction of other customary closing
conditions, as well as the satisfactory resolution of any issues that arise
during the acquisition process. The closing of the transaction is expected to be
on or about August 31, 2005.
As a result there can be no assurance that the transaction will be consummated.
ABOUT G. WILLI-FOOD INTERNATIONAL LTD.
G. Willi-Food International is one of Israel's largest food importers and a
single-source supplier of one of the world's most extensive ranges of quality
kosher food products. It currently imports, markets and distributes more than
400 food products manufactured by some 100 top-tier suppliers throughout the
world to more than 1,000 customers. The Company excels in identifying changing
tastes in its markets and sourcing high-quality kosher products to address them.
SAFE HARBOR
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS SET FORTH IN
THIS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE DEPENDENT ON CERTAIN RISKS
AND UNCERTAINTIES, INCLUDING SUCH FACTORS, AMONG OTHERS, AS MARKET ACCEPTANCE,
MARKET DEMAND, PRICING, COMPETITION, CHANGING ECONOMIC CONDITIONS AND OTHER RISK
FACTORS DETAILED IN THE COMPANY'S SEC FILINGS.
CONTACT:
GIL HOCHBOIM, CFO
(+972) 8-932-2233
gil@willi-food.co.il
IR CONTACT:
Sheldon Lutch
Fusion IR & Communications, Inc.
212.268.1816
sheldon@fusionir.com