Evogene Settles Dispute with Pure Capital Group, Reconstitutes Board

The agreement, which the board unanimously approved, marks a definitive end to tensions that surfaced following the company's September 4 annual meeting. Pure Capital Group, led by investors L.I.A. Pure Capital and Invest Pro Shukai Hon, had challenged the validity of the meeting's voting results and subsequently signaled an intent to launch a special tender offer under Israeli law.

Under the terms of the settlement, the board will undergo a significant overhaul. Dr. Adi Zuluf-Shani and Oz Adler will immediately replace departing directors Dr. Yael Margolin and Yoshinori Oikawa. A follow-up general meeting, scheduled within 42 days, will seek shareholder approval to seat two additional Pure Capital nominees, Itay Maroz and Shahar Zadok, replacing Dan Falk and Dr. Adrian Percy. Once these changes take effect, the board will feature a majority of four Pure Capital-backed directors. The remaining three continuing directors—Ofer Haviv, Nir Nimrodi, and Leon Y. Recanati—are expected to serve a transition period of up to six months. In exchange for these board seats, Pure Capital has withdrawn its tender offer notice and committed to a 60-day standstill period, during which Evogene will limit new share issuances.