Following the CFO's departure: Lawsuit against Tomer Mazon and the controlling shareholder

A derivative lawsuit for 2.5 million shekels was filed on Wednesday against Tomer Mazon, its controlling shareholder Doron Kimelov, and its directors. The lawsuit was filed in the economic department of the Tel Aviv District Court by Kfir Sapir, one of the company's shareholders.

The plaintiff, represented by the law firm Amit Manor-Yuki Shemesh, claims that Kimelov acted in bad faith during the negotiations to merge the company into a stock exchange shell. The plaintiff alleges that Kimelov presented false representations about the value of the private company and its inventory, thereby misleading the company and breaching his fiduciary duties. Furthermore, it is claimed that the company failed to make efforts to appoint a CFO from the time the merger began until May 2026.

Additionally, the lawsuit alleges that the merger deal was approved hastily and without sufficient examination, causing damage to the company by paying Kimelov excessive consideration that did not reflect the true value of the assets. It is also alleged that Kimelov appointed four of the six directors, including himself and his son-in-law.

Two days ago, trading in the company's shares was halted by order of the Tel Aviv Stock Exchange due to a lack of clarity surrounding the decision of CFO Avital Perlstein-Cherni not to take up her position. Simultaneously, the Securities Authority is conducting a review of the company's activities.

Initially, on August 19, Tomer stated that the resignation "is not related to circumstances that should be brought to the attention of the corporation's securities holders." However, two days later, the company reported that the unusual decision was made "against the background of the manner in which the inventory of the subsidiary Tomer Import and Marketing of Food Products was handled in previous years."

On August 24, Tomer informed the stock exchange that there was a lack of clarity that could materially affect the company's securities prices, and trading was halted until September 8. Tomer is required to publish its second-quarter financial results, which must be adjusted in accordance with the findings of the review being conducted by auditors, including BDO.

According to the lawsuit, upon the completion of the merger in May, Kimelov received about 70% of the public company's shares, valued at 77.5 million shekels, and was appointed chairman with a monthly salary of 98,000 shekels, excluding bonuses that could reach one million shekels per year. The plaintiff asserts that the company's conduct led to the allocation of shares at an excessive value to Kimelov, the controlling shareholder.