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                     Genesis Investment Consultants Ltd.




Genesiis IInvestment
Genes s nvestment
 Consulltants Ltd.
  Consu tants Ltd.




 Company Profiille
 Company Prof e




      20784 . . 20         '   ,           Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
        972-3-625-4410 :       972-3-625-4411 :   Tel: 972-3-625-4411 Fax: 972-3-625-4410

                               Email: sgenesis@inter.net.il
"                                     '
                          Genesis Investment Consultants Ltd.




                                        Company Profile

           Genesis Investment Consultants Ltd. is a leading Mergers &
           Acquisition          advisory      firm       providing             professional            investment
           banking services to both local and international Mid Market
           corporations and individuals seeking to acquire, merge or sell
           businesses           located      or        operating          in     Israel        and        overseas.


           Genesis has developed since its inception in 1987 a strong M&A
           practice with a dedicated team of skilled professionals with over
           30 years of experience in investment banking.


           Genesis offers its clients an extensive international flow of M&A
           opportunities throughout the resources of a global M&A network
           of, mid-tier mergers and acquisitions specialized advisory firms in
           operating in more than 50 countries/markets across the globe.


       Mid
Global Mid Market M&A Network

           An important focus is given by Genesis on providing professional
           services in the fields of Mergers, Acquisitions, Buy-Outs, Buy-Ins,
           Capital raising and other forms of Corporate Finance Transactions,
           to local clients seeking investments outside of Israel as well as
           foreign clients seeking investments in Israel. Genesis prides itself
           for its prominent cross border M&A engagements many of which of
           blue chip NASDAQ and TASE-100 listed companies.                                                With the
           quality of our team members, our dedicated service orientation,
           our partnership in AICA (see further below) with its global
           geographic coverage and high-class client list, we believe to be
           positioned among the leading players in our home market.



                                    AICA – Alliance of International Corporate Advisors

           AICA offers global independent and innovative advice from M&A
           boutiques that are committed to mid-market transactions ($US 5-
           20784 . . 20         '   ,           Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
             972-3-625-4410 :       972-3-625-4411 :    Tel: 972-3-625-4411 Fax: 972-3-625-4410

                                    Email: sgenesis@inter.net.il
"                                     '
                          Genesis Investment Consultants Ltd.
           500m). The alliance amplifies the depth of knowledge and
           expertise of all the individual members to benefit our clients.

           AICA offers impartial, conflict free advice and unquestioned
           confidentiality as members are free of any ties to financial
           institutions. Whether you are a family owned business, a private
           equity fund or a multinational – leveraging off our relationships,
           our shared value system and our sector and M&A expertise adds
           value for you.

           Our members are drawn from backgrounds in industry, law and
           finance and are successful entrepreneurs in their own right who
           can listen, brainstorm and help clients through strategic issues
           confronting their businesses.

           AICA members are characterized by being thinkers and originating
           ideas for their clients. AICA is also active in emerging markets –
           bringing opportunities to its clients and pushing boundaries in an
           expanding world. AICA is a "members led" organization, relying on
           the skills and energy of its talented people.

           AICA firm members operate in all 5 continents and currently
           maintain offices in Australia, Thailand, Indonesia, Malaysia, Japan,
           China, India, Turkey, Israel, Egypt, Romania, Bulgaria, Serbia, Italy,
           Czech Rep., Slovakia, Germany, France, Spain, Canada, U.S.A,
           Mexico and Brazil.

           AICA is structured as a Swiss Co-operative.

Strength
Strength


           Genesis’
           Genesis main strengths include among other, the excellent
           understanding of the local market across its various sectors along
           with extensive exposure to international deal flow through a global
           network and our close relationship with bankers and financial
           institutions.


           Over the years, our team has acquired personal acquaintance with
           top decision makers in leading corporations and vast experience in

           20784 . . 20         '   ,           Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
             972-3-625-4410 :       972-3-625-4411 :   Tel: 972-3-625-4411 Fax: 972-3-625-4410

                                    Email: sgenesis@inter.net.il
"                                        '
                           Genesis Investment Consultants Ltd.
            negotiating and leading numerous transactions both in the local
            and      international            arenas.            We        pride         ourselves             on     our
            professionalism and creativity, and our ability to put together a
            comprehensive package of services. These optimally serve the
            diverse mergers and acquisitions, strategic partnering and joint
            venture needs of our clients. Genesis maintains close cooperation
            and business relationships with the management of most of the
            major Israeli accounting and law firms and business consulting
            firms.


Expertise


            Genesis’ transaction track record covers both high and low tech
            industries including Information Technology, Communications,
            Food, Retail, Medical, Pharmaceutical, Construction and the
            Biotechnology sectors.


            We offer global opportunities to our clients in nearly every market
            sector. We have realized the opportunity for representing Israeli
            companies looking to penetrate international markets through
            acquisitions. We focus our business on Buy-Side Cross Border M&A
            mandates in addition to domestic Sell-Side mandates, Buy-Outs,
            Buy-Ins, Private Placements, IPO’s, Strategic Partnering, Debt
            Restructuring and alike.



Clients
            Our client base and prominent cross border M&A engagements
            include leading companies, many of                                       which are blue chip
            companies, NASDAQ and TASE-100 listed companies such as
            Frutarom,      Israel        Electric     Company,            Electra,       Elbit,      Matrix,
                                                                                                     Matrix,        Gadot,
                                                                                                                    Gadot,
            Maytronics, Israel Corporation, BATM, Ness, Danya Cebus and Orad and
                               Corporation,
            other private and public companies such as The Dovrat Group, Card
            Guard, Geller Nessis, Beeper and many more.
            Guard,




            20784 . . 20         '   ,              Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
              972-3-625-4410 :       972-3-625-4411 :      Tel: 972-3-625-4411 Fax: 972-3-625-4410

                                     Email: sgenesis@inter.net.il
"                                     '
                         Genesis Investment Consultants Ltd.
Team


       Mr. Samuel Boneh, Founder and Managing Director

       Samuel brings over 30 years of experience in investment banking and
       business development both in Israel and internationally. Formerly, a
       member of the founders’ group and CFO of the previously NASDAQ
       traded pioneering biotechnology company Interpharm Laboratories
       Ltd.,
       Ltd. a founder, shareholder and an Executive V.P of the Tel Aviv
       Publicly traded Investment group Rosebud Samuel also served as Vice
                                        Rosebud.
       President of Business Development for the TASE group Degem
       Systems.
       Systems In 1987 Samuel founded Genesis Investment Consultants
       Ltd., where he advised on tens of mergers, acquisitions, private
       placements and IPO’s transactions in an aggregate amount exceeding
       $2B. Samuel is an accounting and economy graduate from Tel- Aviv
       University as well as a Business Administration Senior Management
       graduate from the Israeli Management Center.


           Kuti
       Mr. Kuti Oren, Advisor


       Mr. Kuti Oren joined Genesis as a special investment advisor, in late
       1996.
       Kuti had gained vast experience in financial and accounting matters
       including special debt financing and other forms of quasi equity
       vehicles. Prior to joining Genesis Kuti served as CFO of publicly
       traded and private companies including Bait Bakfar Ltd an Israeli
                                                          Ltd.
       Elderly People Home company with few large facilities throughout the
       country, Eden Spring Ltd. a publicly traded company and Israel’s
       largest mineral water supplier and Yissum Holdings Ltd an Israeli
                                                          Ltd.
       Investment group traded at the Tel Aviv Stock Exchange. Mr. Oren is
       an economist and an Israeli certified public accountant.




       Mr. Menachem Burko, Affiliate Advisor
       Menachem      Burko’s           background       includes        various        roles      in     both
       operational and executive sides of the business. In recent years
       Menachem is engaged in consulting Hi-tech and other businesses
       mainly through their expansion stage. Before that he served several
       years as COO for a venture capital fund - BRM Capital, where he was
       responsible for managing and coordinating BRM's operations, insuring
       that investment objectives were met, and providing a full range of

          20784 . . 20         '   ,           Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
            972-3-625-4410 :       972-3-625-4411 :   Tel: 972-3-625-4411 Fax: 972-3-625-4410

                                   Email: sgenesis@inter.net.il
"                                     '
                                 Genesis Investment Consultants Ltd.
              services     to    portfolio        companies          designed          to     accelerate         their
              independence. Prior to joining BRM, Menachem was the Managing
              Director of TesCom Software Systems Testing Ltd., one of the world's
              leading software testing and quality assurance companies. In Tescom
              Menachem was responsible for the expansion of the company outside
              of Israel and for establishing the infrastructure to support its growth.
              Previously, he also served as COO of Elul Technologies and VP Finance
              of Tevel - one of the cable TV operators in Israel. Menachem holds a
              B.S. in economics and accounting from Tel-Aviv University and is a
              CPA.




During a typical mission the following tasks are performed by our

professional International team:

                  Evaluation based upon earnings and cash flows, assets values and
                  benchmarking techniques to serve as a basis for negotiating a sale,
                  acquisition or investment.
                  Undertaking           local   and     international          research         assisted         by     our
                  international networking with the aim to identify those parties that
                  have the greatest strategic motivation for pursuing transaction.
                  Making the initial contact with potential sellers, acquirers or investors,
                  leveraging our extensive contacts worldwide.
                  Leading the negotiations with such parties towards signing a detailed
                  purchase or investment agreement.



For more information please contact:

Samuel Boneh Tel: 972-3-6254411 Fax: 972-3-6254410 Email: sam@genesiscf.com
You are invited to visit us at: www.genesiscf.com




                  20784 . . 20          '   ,           Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
                     972-3-625-4410 :       972-3-625-4411 :   Tel: 972-3-625-4411 Fax: 972-3-625-4410

                                            Email: sgenesis@inter.net.il
"                                     '
                           Genesis Investment Consultants Ltd.
                Transactions
                          ns:
Selected Closed Transactions:




            20784 . . 20         '   ,           Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137
              972-3-625-4410 :       972-3-625-4411 :   Tel: 972-3-625-4411 Fax: 972-3-625-4410

                                     Email: sgenesis@inter.net.il

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Company Profile G

  • 1. " ' Genesis Investment Consultants Ltd. Genesiis IInvestment Genes s nvestment Consulltants Ltd. Consu tants Ltd. Company Profiille Company Prof e 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il
  • 2. " ' Genesis Investment Consultants Ltd. Company Profile Genesis Investment Consultants Ltd. is a leading Mergers & Acquisition advisory firm providing professional investment banking services to both local and international Mid Market corporations and individuals seeking to acquire, merge or sell businesses located or operating in Israel and overseas. Genesis has developed since its inception in 1987 a strong M&A practice with a dedicated team of skilled professionals with over 30 years of experience in investment banking. Genesis offers its clients an extensive international flow of M&A opportunities throughout the resources of a global M&A network of, mid-tier mergers and acquisitions specialized advisory firms in operating in more than 50 countries/markets across the globe. Mid Global Mid Market M&A Network An important focus is given by Genesis on providing professional services in the fields of Mergers, Acquisitions, Buy-Outs, Buy-Ins, Capital raising and other forms of Corporate Finance Transactions, to local clients seeking investments outside of Israel as well as foreign clients seeking investments in Israel. Genesis prides itself for its prominent cross border M&A engagements many of which of blue chip NASDAQ and TASE-100 listed companies. With the quality of our team members, our dedicated service orientation, our partnership in AICA (see further below) with its global geographic coverage and high-class client list, we believe to be positioned among the leading players in our home market. AICA – Alliance of International Corporate Advisors AICA offers global independent and innovative advice from M&A boutiques that are committed to mid-market transactions ($US 5- 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il
  • 3. " ' Genesis Investment Consultants Ltd. 500m). The alliance amplifies the depth of knowledge and expertise of all the individual members to benefit our clients. AICA offers impartial, conflict free advice and unquestioned confidentiality as members are free of any ties to financial institutions. Whether you are a family owned business, a private equity fund or a multinational – leveraging off our relationships, our shared value system and our sector and M&A expertise adds value for you. Our members are drawn from backgrounds in industry, law and finance and are successful entrepreneurs in their own right who can listen, brainstorm and help clients through strategic issues confronting their businesses. AICA members are characterized by being thinkers and originating ideas for their clients. AICA is also active in emerging markets – bringing opportunities to its clients and pushing boundaries in an expanding world. AICA is a "members led" organization, relying on the skills and energy of its talented people. AICA firm members operate in all 5 continents and currently maintain offices in Australia, Thailand, Indonesia, Malaysia, Japan, China, India, Turkey, Israel, Egypt, Romania, Bulgaria, Serbia, Italy, Czech Rep., Slovakia, Germany, France, Spain, Canada, U.S.A, Mexico and Brazil. AICA is structured as a Swiss Co-operative. Strength Strength Genesis’ Genesis main strengths include among other, the excellent understanding of the local market across its various sectors along with extensive exposure to international deal flow through a global network and our close relationship with bankers and financial institutions. Over the years, our team has acquired personal acquaintance with top decision makers in leading corporations and vast experience in 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il
  • 4. " ' Genesis Investment Consultants Ltd. negotiating and leading numerous transactions both in the local and international arenas. We pride ourselves on our professionalism and creativity, and our ability to put together a comprehensive package of services. These optimally serve the diverse mergers and acquisitions, strategic partnering and joint venture needs of our clients. Genesis maintains close cooperation and business relationships with the management of most of the major Israeli accounting and law firms and business consulting firms. Expertise Genesis’ transaction track record covers both high and low tech industries including Information Technology, Communications, Food, Retail, Medical, Pharmaceutical, Construction and the Biotechnology sectors. We offer global opportunities to our clients in nearly every market sector. We have realized the opportunity for representing Israeli companies looking to penetrate international markets through acquisitions. We focus our business on Buy-Side Cross Border M&A mandates in addition to domestic Sell-Side mandates, Buy-Outs, Buy-Ins, Private Placements, IPO’s, Strategic Partnering, Debt Restructuring and alike. Clients Our client base and prominent cross border M&A engagements include leading companies, many of which are blue chip companies, NASDAQ and TASE-100 listed companies such as Frutarom, Israel Electric Company, Electra, Elbit, Matrix, Matrix, Gadot, Gadot, Maytronics, Israel Corporation, BATM, Ness, Danya Cebus and Orad and Corporation, other private and public companies such as The Dovrat Group, Card Guard, Geller Nessis, Beeper and many more. Guard, 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il
  • 5. " ' Genesis Investment Consultants Ltd. Team Mr. Samuel Boneh, Founder and Managing Director Samuel brings over 30 years of experience in investment banking and business development both in Israel and internationally. Formerly, a member of the founders’ group and CFO of the previously NASDAQ traded pioneering biotechnology company Interpharm Laboratories Ltd., Ltd. a founder, shareholder and an Executive V.P of the Tel Aviv Publicly traded Investment group Rosebud Samuel also served as Vice Rosebud. President of Business Development for the TASE group Degem Systems. Systems In 1987 Samuel founded Genesis Investment Consultants Ltd., where he advised on tens of mergers, acquisitions, private placements and IPO’s transactions in an aggregate amount exceeding $2B. Samuel is an accounting and economy graduate from Tel- Aviv University as well as a Business Administration Senior Management graduate from the Israeli Management Center. Kuti Mr. Kuti Oren, Advisor Mr. Kuti Oren joined Genesis as a special investment advisor, in late 1996. Kuti had gained vast experience in financial and accounting matters including special debt financing and other forms of quasi equity vehicles. Prior to joining Genesis Kuti served as CFO of publicly traded and private companies including Bait Bakfar Ltd an Israeli Ltd. Elderly People Home company with few large facilities throughout the country, Eden Spring Ltd. a publicly traded company and Israel’s largest mineral water supplier and Yissum Holdings Ltd an Israeli Ltd. Investment group traded at the Tel Aviv Stock Exchange. Mr. Oren is an economist and an Israeli certified public accountant. Mr. Menachem Burko, Affiliate Advisor Menachem Burko’s background includes various roles in both operational and executive sides of the business. In recent years Menachem is engaged in consulting Hi-tech and other businesses mainly through their expansion stage. Before that he served several years as COO for a venture capital fund - BRM Capital, where he was responsible for managing and coordinating BRM's operations, insuring that investment objectives were met, and providing a full range of 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il
  • 6. " ' Genesis Investment Consultants Ltd. services to portfolio companies designed to accelerate their independence. Prior to joining BRM, Menachem was the Managing Director of TesCom Software Systems Testing Ltd., one of the world's leading software testing and quality assurance companies. In Tescom Menachem was responsible for the expansion of the company outside of Israel and for establishing the infrastructure to support its growth. Previously, he also served as COO of Elul Technologies and VP Finance of Tevel - one of the cable TV operators in Israel. Menachem holds a B.S. in economics and accounting from Tel-Aviv University and is a CPA. During a typical mission the following tasks are performed by our professional International team: Evaluation based upon earnings and cash flows, assets values and benchmarking techniques to serve as a basis for negotiating a sale, acquisition or investment. Undertaking local and international research assisted by our international networking with the aim to identify those parties that have the greatest strategic motivation for pursuing transaction. Making the initial contact with potential sellers, acquirers or investors, leveraging our extensive contacts worldwide. Leading the negotiations with such parties towards signing a detailed purchase or investment agreement. For more information please contact: Samuel Boneh Tel: 972-3-6254411 Fax: 972-3-6254410 Email: sam@genesiscf.com You are invited to visit us at: www.genesiscf.com 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il
  • 7. " ' Genesis Investment Consultants Ltd. Transactions ns: Selected Closed Transactions: 20784 . . 20 ' , Rubinstein House, 20 Lincoln st. P.O.Box 20784 Tel-Aviv 67137 972-3-625-4410 : 972-3-625-4411 : Tel: 972-3-625-4411 Fax: 972-3-625-4410 Email: sgenesis@inter.net.il