Investment House Mor and HaBaita Living Join Forces Against Chaim Katzman for Orion Board Control

There is never a dull moment in the real estate group: while Chaim Katzman is dealing with the struggle against Tzahi Abu, Kidan Dahari, and Yaron Adiv over control of G City, another conflict is developing against him — this time at Orion, the real estate company he spun off from G City and took public at the end of last year.

Later this month, the Orion shareholders' meeting will convene. On the agenda are the approval of the employment terms for CEO Sharon Zakut and Chairman Eran Yaakov, former head of the Tax Authority, as well as the reappointment of the three directors identified with G City: Yaakov, Keren Khalifa, the deputy CEO of G City who is slated to be appointed as the company's CEO, and Sami Babakov.

However, in the meantime, a coalition of shareholders holding 25.1% of Orion's shares has formed — slightly more than Katzman's holding through Norstar, which stands at 24.4% — and is demanding to put to a vote the appointment of four directors on its behalf. If the move is approved, the balance of power on the board of directors will change, and Katzman will lose a significant part of his influence over the company.

Orion operates without a controlling core, and Katzman is its largest shareholder. Following him is the investment house Mor, through provident funds, with 18.1%, alongside Analyst with 12.4%, Harel with 1.3%, and the HaBaita Living group with 7%. The HaBaita Living group, controlled by Yovev Karmi and Ariel Alejandro Prestman, has been managing a conflict with Orion's management for several months. In June, the shareholders' meeting rejected their request to appoint Karmi and Prestman as directors.

In a position paper submitted through attorneys Guy Gissin and Uri Zanko of the Gissin & Co. firm, they questioned the company's ability to service its obligations and reduce leverage, pointed to exposure to foreign currency and tax risks in Poland, as well as its operational dependence on G City. Since then, the balance of power has changed. Mor, holding 18.1% of the shares, has joined HaBaita Living, which holds 7%. Together, they are demanding to bring to a vote the appointment of Karmi and Prestman, alongside two other candidates on their behalf.

Simultaneously, the company's request to reappoint the three directors identified with G City will be discussed. If all candidates are approved, the Orion board of directors will consist of nine members — its maximum number. Four of them will be on behalf of Mor and HaBaita Living, three will be identified with G City, and two will be external directors.

In the vote held in June, institutional investors supported Katzman's position and opposed the appointment of Karmi and Prestman. However, since then, Mor has become the largest shareholder after Katzman, following its participation in the share issuance carried out by Orion in June — and now it stands on the other side of the barricade. This change makes the upcoming vote much more significant for Katzman.

Orion was separated from G City in 2025, when three commercial centers in Poland were transferred to it with a total value of 455 million euros. In the first quarter of 2026, its NOI (Net Operating Income) stood at 7.9 million euros — identical to the parallel quarter. On the other hand, the AFFO (Adjusted Funds From Operations), the accepted metric for profitability in income-producing real estate companies, shifted to a loss of 944 thousand euros, compared to a profit of 5.1 million euros in the parallel quarter, and its leverage reached 83%. Since it began trading in December, Orion's stock has lost 35.5% of its value to a market cap of 94 million shekels, compared to a decline of only 9% in the Tel Aviv Income-Producing Real Estate Abroad index, in which it is included.