This Amendment No. 1 amends and supplements the Statement on Schedule 13D (as
amended from time to time, the "Statement") in respect of the Ordinary Shares,
par value NIS 0.01 per share, ("Ordinary Shares"), of Compugen Ltd. (the
"Issuer"), previously filed with the Securities and Exchange Commission ("SEC")
by the Reporting Persons (as defined in the Statement) on July 7, 2003.
Unless otherwise defined in this Amendment No. 1, capitalized terms have the
meanings given to them in the Statement.
The following amends and supplements Items [2, 4, 5 and 7] of the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and restated in its entirety as
follows:
(a), (b) and (c): The Reporting Persons.
The following are the names of the reporting persons (the "Reporting Persons"),
the place of organization, principal business, and address of the principal
business or office of each Reporting Person that is a corporation, and the
residence or business address and present principal occupation of each Reporting
Person who is a natural person:
(1) Clal Biotechnology Industries Ltd., ("CBI "), an Israeli public
corporation, with its principal office at the Triangular Tower, 45th floor, 3
Azrieli Center, Tel Aviv 67023, Israel. CBI is a holding company, the activities
of which consist of establishment, acquisition and development of companies in
the life science industry. The outstanding shares of CBI are listed for trading
on the Tel Aviv Stock Exchange ("TASE"). CBI owns directly Ordinary Shares of
the Issuer.
(2) Clal Industries and Investments Ltd. ("Clal Industries"), an Israeli
public corporation, with its principal office at the Triangular Tower, 45th
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding
company whose principal holdings are in the industrial and technology sectors.
The outstanding shares of Clal Industries are listed for trading on the TASE.
CBI is a majority owned subsidiary of Clal Industries. Clal Industries owns
directly Ordinary Shares of the Issuer. By reason of Clal Industries's control
of CBI, Clal Industries may be deemed beneficial owner of, and to share the
power to vote and dispose of, the Ordinary Shares owned directly by CBI.
(3) IDB Development Corporation Ltd. ("IDB Development"), an Israeli public
corporation, with its principal office at the Triangular Tower, 44th floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Development, through its
subsidiaries, organizes, acquires interests in, finances and participates in the
management of companies. The outstanding shares of IDB Development are listed
for trading on the TASE. IDB Development owns the majority of the outstanding
shares of, and controls, Clal Industries. By reason of IDB Development's control
of Clal Industries, IDB Development may be deemed beneficial owner of, and to
share the power to vote and dispose of, the Ordinary Shares beneficially owned
by Clal Industries.
(4) IDB Holding Corporation Ltd., an Israeli public corporation ("IDB
Holding"), with its principal office at the Triangular Tower, 44th floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is a holding company that,
through IDB Development, organizes, acquires interests in, finances and
participates in the management of companies. The outstanding shares of IDB
Holding are listed for trading on the TASE. IDB Holding owns the majority of the
outstanding shares of, and controls, IDB Development. By reason of IDB Holding's
control of IDB Development, IDB Holding may be deemed beneficial owner of, and
to share the power to vote and dispose of, the Ordinary Shares owned
beneficially by IDB Development.
Page 10 of 31 pages
The following persons, may by reason of their interests in and
relationships among them with respect to IDB Holding be deemed to control the
corporations referred to in paragraphs (1) - (4) above:
(5) Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is
Chairman and Chief Executive Officer of IDB Holding; Chairman of IDB Development
and Clal Industries; director of companies.
(6) Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street,
Afeka, Tel-Aviv, Israel. Her present principal occupation is director of
companies.
(7) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel.
Her present principal occupation is director of companies.
(8) Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle, Israel.
His present principal occupation is Managing Director of Taavura Holdings Ltd.,
an Israeli private company.
Ganden Holdings Ltd. ("GANDEN HOLDINGS"), a private Israeli company, held,
directly and through Ganden Investments I.D.B. Ltd. ("GANDEN INVESTMENTS"), a
private Israeli company which is an indirect wholly owned subsidiary of Ganden
Holdings, approximately 54.72% of the issued share capital and voting rights of
IDBH as follows: Ganden Investments held approximately 37.73% of the issued
share capital and voting rights of IDBH, and Ganden Holdings held directly
approximately 17% of the issued share capital and voting rights of IDBH. Shelly
Bergman, through a private Israeli company which is wholly owned by her, held
approximately 4.23% of the issued share capital and voting rights of IDBH.
Shelly Bergman also owns approximately 0.69% of the issued share capital and
voting rights of IDBD.
The controlling shareholders of Ganden Holdings are Nochi Dankner, who
held, directly and through a company controlled by him, approximately 55.46% of
the issued share capital and voting rights of Ganden Holdings, and his sister,
Shelly Bergman, who held approximately 12.55% of the issued share capital and
voting rights of Ganden Holdings. The aforementioned controlling shareholders
are considered joint holders of approximately 68.01% of the issued share capital
and voting rights of Ganden Holdings by virtue, INTER ALIA, of a co-operation
and pre-coordination agreement between them.
Nochi Dankner's control in Ganden Holdings also arises from an agreement
signed by all the shareholders of Ganden Holdings, pursuant to which Nochi
Dankner was granted, INTER ALIA, veto rights at meetings of the Board of
Directors and the shareholders of Ganden Holdings and its subsidiaries.
Ruth Manor controls Manor Holdings B.A. Ltd. ("MANOR HOLDINGS"), a private
Israeli company, held, directly and through Manor Investments - IDB Ltd. ("MANOR
INVESTMENTS"), a private Israeli company, which is a subsidiary of Manor
Holdings, approximately 13.24% of the issued share capital and voting rights of
IDBH as follows: Manor Investments held approximately 10.39% of the issued share
capital and voting rights of IDBH and Manor Holdings held directly approximately
2.85% of the issued share capital and voting rights of IDBH. Additionally, Manor
Investments held approximately 0.32% of the issued share capital and voting
rights of IDBD.
Avraham Livnat controls Avraham Livnat Ltd. ("LIVNAT"), a private Israeli
company, held directly and through Avraham Livnat Investments (2002) Ltd.
("LIVNAT INVESTMENTS"), a private Israeli company which is a wholly-owned
subsidiary of Livnat, approximately 13.26% of the issued share capital and
voting rights of IDBH as follows: Livnat Investments held approximately 10.34%
of the issued share capital and voting rights of IDBH and Livnat held directly
approximately 2.92% of the issued share capital and voting rights of IDBH.
Page 11 of 31 pages
Ganden, Manor and Livnat entered into a Shareholders Agreement dated May
19, 2003 (the "IDB Shareholders Agreement") with respect to their ownership of
shares of IDB Holding constituting in the aggregate approximately 51.70% of the
outstanding shares of IDB Holding (Ganden - 31.02%; Manor - 10.34%; Livant -
10.34%), for the purpose of maintaining and exercising control of IDB Holding as
one single group of shareholders. Any holdings of said entities in IDB Holding
in excess of said 51.70% of the issued share capital and voting rights of IDB
Holding (as well as the direct holdings of Ganden Holdings, Manor Holdings,
Avraham Livnat Ltd. and Shelly Bergman's wholly owned company in IDB Holding)
are not subject to IDB Shareholders Agreement. The IDB Shareholders Agreement
provides, among other things, that Ganden will be the manager of the group as
long as Ganden and its permitted transferees will be the largest shareholders of
IDB Holding among the parties to the IDB Shareholders Agreement; that the
parties to the IDB Shareholders Agreement will vote together at shareholders'
meetings of IDB Holding as shall be determined according to a certain mechanism
set forth therein; and that they will exercise their voting power in IDB Holding
for electing their designees as directors of IDB Holding and its direct and
indirect subsidiaries. The term of the IDB Shareholders Agreement is twenty
years from May 19, 2003.
It is hereby clarified that the additional holdings in IDBH as follows:
Ganden Holdings - approximately 17%, Ganden Investments - approximately 6.71%,
Shelly Bergman - approximately 4.23%, Manor Holdings - approximately 2.85%,
Manor Investments - approximately 0.05% and Livnat - approximately 2.92%, are
not included in the IDBH Shareholders Agreement.
By reason of the control of IDB Holding by Nochi Dankner, Shelly
Dankner-Bergman, Ruth Manor and Avraham Livnat, and the relations among them, as
set forth above, Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham
Livnat may each be deemed beneficial owner of, and to share the power to vote
and dispose of, the Ordinary Shares beneficially owned by IDB Holding.
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of (i) CBI, (ii) Clal
Industries, (iii) IDB Holding and (iv) IDB Development are set forth in Exhibits
1, 2, 3 and 4 attached hereto, respectively, and incorporated herein by
reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer named in Exhibits 1, 2, 3 and 4 to
this Statement, has, during the last five years, been convicted in any criminal
proceeding, excluding traffic violations and similar misdemeanors.
(e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer named in Exhibits 1, 2, 3 and 4 to
this Statement, has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
(f) The Reporting Persons referred to in (5), (6), (7) and (8) above are
citizens of Israel.
Page 12 of 31 pages
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and restated in its entirety as
follows:
The Ordinary Shares reported herein as beneficially owned by the Reporting
Persons are held for investment purposes and the Ordinary Shares are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer. The Reporting Persons intend to review on a continuing basis their
investment in the Ordinary Shares and take such actions with respect to their
investment as they deem appropriate in light of the circumstances existing from
time to time. Such actions could include, among other things, selling the
Ordinary Shares, in whole or in part, at any time (whether through open market
transactions, privately negotiated transactions or otherwise). The Reporting
Persons could also determine to purchase Ordinary Shares, subject to applicable
laws. Any such decision would be based on an assessment by the Reporting Persons
of a number of different factors, including, without limitation, the business,
prospects and affairs of the Issuer, the market for the Shares, the condition of
the securities markets, general economic and industry conditions and other
opportunities available to the Reporting Persons.
To the best knowledge of the Reporting Persons, the persons named in
Exhibits 1-4 hereto may purchase or dispose of Ordinary Shares on their own
account from time to time, subject to applicable laws.
Except as may be provided otherwise herein, none of the Reporting Persons,
nor to the best of their knowledge, any of the persons named in Exhibits 1-4
hereto, has any present plans or proposals which relate to or would result in
any of the actions described in subsections (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby amended and restated in its entirety as
follows:
The Issuer has advised the Reporting Persons that there were 2,832,811
Ordinary Shares outstanding on February 29, 2008. The percentage of Ordinary
Shares outstanding owned by the Reporting Persons set forth in this Statement is
based on this number.
(a), (b) As of July 16, 2008:
(1) CBI is the beneficial owner, and shares with Clal Industries the power
to vote and dispose of 2,941,748 Ordinary Shares, constituting approximately
10.62% of the outstanding Ordinary Shares.
(2) Clal Industries directly owns 10,526 Ordinary Shares. It is the
beneficial owner, and shares with CBI the power to vote and dispose of,
2,952,274 Ordinary Shares owned in the aggregate by Clal Industries and CBI,
representing approximately 10.65% of the outstanding Ordinary Shares. Clal
Industries disclaims beneficial ownership of the CBI Shares.
(3) IDB Development is the beneficial owner, and may be deemed to share
with Clal Industries the power to vote and dispose of, 2,952,274 Ordinary Shares
beneficially owned by Clal Industries, representing approximately 10.65% of the
outstanding Ordinary Shares. IDB Development disclaims beneficial ownership of
the Ordinary Shares beneficially owned by Clal Industries.
Page 13 of 31 pages
(4) IDB Holding and the Reporting Persons who are natural persons may be
deemed to share the power to vote and dispose of the 2,952,274 Ordinary Shares
beneficially owned by IDB Development, constituting approximately 10.65% of the
outstanding Ordinary Shares. IDB Holding and the Reporting Persons who are
natural persons disclaim beneficial ownership of such shares.
Based on information furnished to the Reporting Persons, the Reporting
Persons are not aware of any executive officer or director named in Exhibit 1-4
to the Statement, beneficially owning any Ordinary Shares.
(c) None of the Reporting Persons or, to the Reporting Persons' knowledge,
any of the executive officers and directors named in Exhibits 1 through 4 to
this Statement, purchased or sold any Ordinary Shares in the sixty days
preceding July 16, 2008, except as set forth below:
Clal Industries and CBI made the following sales of Ordinary Shares, all of
which were made in open market transactions on the NASDAQ:
DATE AMOUNT OF ORDINARY SHARES PRICE PER SHARE (US $)
---- ------------------------- ----------------------
July 16, 2008 800 2.35
July 16, 2008 3,600 2.36
July 16, 2008 2,100 2.39
July 16, 2008 9,700 2.40
July 16, 2008 500 2.41
July 16, 2008 1,000 2.42
July 16, 2008 200 2.43
July 17, 2008 4,450 2.39
July 17, 2008 14,005 2.40
July 17, 2008 100 2.41
July 17, 2008 2,945 2.42
July 17, 2008 3,600 2.43
July 17, 2008 4,800 2.44
July 17, 2008 11,300 2.45
July 17, 2008 2,000 2.47
July 17, 2008 2,600 2.49
(d) Not applicable.
(e) Not applicable.
Page 14 of 31 pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Statement is hereby amended and restated in its entirety as
follows:
----------------- ---------------------------------------------------------------------------------------
Exhibit # Description
----------------- ---------------------------------------------------------------------------------------
Exhibits 1-4 Name, citizenship, business address, present principal occupation and employer of
executive officers and directors of (1) CBI (2) Clal Industries, (3) IDB Development
and (4) IDB Holding.
----------------- ---------------------------------------------------------------------------------------
Exhibit 5 Joint Filing Agreement between Clal Industries and CBI authorizing Clal Industries to
file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
Exhibit 6 Joint Filing Agreement between Clal Industries and IDB Development authorizing Clal
Industries to file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
Exhibit 7 Joint Filing Agreement between Clal Industries and IDB Holding authorizing Clal
Industries to file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
Exhibit 8 Joint Filing Agreement between Clal Industries and Mr. Dankner authorizing Clal
Industries to file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
Exhibit 9 Joint Filing Agreement between Clal Industries and Mrs. Bergman authorizing Clal
Industries to file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
Exhibit 10 Joint Filing Agreement between Clal Industries and Mrs. Manor authorizing Clal
Industries to file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
Exhibit 11 Joint Filing Agreement between Clal Industries and Mr. Livnat authorizing Clal
Industries to file this Schedule 13D and any amendments hereto
----------------- ---------------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned hereby certify that the information set forth in
this Statement is true, complete and correct.
Dated: July 31, 2008
CLAL BIOTECHNOLOGY INDUSTRIES LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY DANKNER-BERGMAN
AVRAHAM LIVNAT
RUTH MANOR
By: CLAL INDUSTRIES AND INVESTMENTS LTD.
/s/ Yehuda Ben Ezra, /s/ Gonen Bieber
-------------------------------------
Yehuda Ben Ezra, and Gonen Bieber authorized signatories of Clal
Industries and Investments Ltd. for itself and on behalf of Clal
Biotechnology Industries Ltd., IDB Holding Corporation Ltd, IDB
Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman,
Avraham Livnat and Ruth Manor pursuant to the agreements annexed as
exhibits 5-11 to this Schedule 13D.
Page 15 of 31 pages
Exhibit 1
(Information provided as of July 31, 2008 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Biotechnology Industries Ltd.
Address is: Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Avi Fischer Chairman of the Board Executive Vice President of IDB Holding;
3 Azrieli Center, Deputy Chairman of IDB Development;
Triangular Tower, Co-Chief Executive Officer of Clal
Tel Aviv, Israel Industries and Investments Ltd.
Aahron Schwartz Director Manager of Teva Pharmaceutical Industries
5 Basel St. Ltd.
Petach Tikva, Israel
Gavriel Barabash Director General Director of Sourasky Medical
17 Beny Neviim st. Center, Tel Aviv
Ramt Gan. Israel
Tamar Manor* Director CTO Biotechnology of Clal Industries and
3 Azrieli Center, Investments Ltd.
Triangular Tower,
Tel Aviv, Israel
Jonathan Kaplan Director Controlling shareholder of Jonathan Kaplan
7 Jabotinsky st. consulting & Investments Ltd.
Ramt - Gan, Israel
Ehud Raanani External Director Department Director of Cardiac Surgery,
69 Hapards st. Sheba Medical Center Tel Hashomer.
Hod - Hasharon, Israel
Avraham Zigelman External Director Director of Companies
8 Ori Caesary st.
Tel Aviv, Israel
Ruben Krupik Chief Executive officer Chief Executive officer of Clal
14 A Abba Hill Silver st. Biotechnology Industries Ltd and Arte
Ramt Gan, Israel Venture Group Ltd.
Amos Bankirer Vice President Partner of Arte Venture Group Ltd.
14 A Abba Hill Silver st.
Ramt Gan, Israel
Ofer Goldberg Vice President Partner and Director of Arte Venture Group
14 A Abba Hill Silver st. Ltd.
Ramt Gan, Israel
Ofer Gonen Vice President Partner and Director of Arte Venture Group
14 A Abba Hill Silver st. Ltd.
Ramt Gan, Israel
Page 16 of 31 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Gil Milner Vice President Financial Financial Manager and Comptroller of Clal
14 A Abba Hill Silver st. Manager and Comptroller. Biotechnology Industries Ltd.
Ramt Gan, Israel
Nitsa Einan Vice President and General General Counsel of Clal Industries and
3 Azrieli Center, Counsel. Investments Ltd. and Clal Biotechnology
Triangular Tower, Industries Ltd.
Tel Aviv, Israel
Joshua Hazenfrtz Internal Auditor Internal Auditor of Clal Biotechnology
52 Menahem Begin Road Industries Ltd.
Ramt Gan, Israel
*Mrs. Tamar Manor is a citizen of Israel and France.
Based on information provided to the Reporting Persons, during the past five
years, none of the persons listed above has been convicted, or is subject to a
judgment, decree or final order, in any of the legal proceedings enumerated in
Items 2(d) and 2(e) of Schedule 13D.
Page 17 of 31 pages
Exhibit 2
(Information provided as of July 31, 2008 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Industries and Investments Ltd.
Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB
3 Azrieli Center, the Triangular Tower 44th Directors and Co-Chief Holding; Chairman of IDB Development, DIC
floor, Tel Aviv 67023, Israel Executive. and Clal Industries and Investments Ltd.;
Businessman and Director of companies
Avi Fischer Director Executive Vice President of IDB Holdings;
3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development;
floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, the Triangular Tower 44th Corporation Ltd.; Co-Chairman of Super-Sol
floor, Tel Aviv 67023, Israel Ltd.
Marc Schimmel* Director Director of UKI Investments
54-56 Euston St., London NW1 U.K.
Yecheskel Dovrat Director Economic consultant and director of
1 Nachshon St., Ramat Hasharon, Israel. companies.
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, the Triangular Tower 44th
floor, Tel Aviv 67023, Israel
Shay Livnat Director President of Zoe Holdings Ltd.
31st HaLechi St., Bnei Brak 51200, Israel
David Leviatan Director Director of Companies.
18 Mendele St., Herzeliya, Israel
Alicia Rotbard External Director Chief Executive Officer of Doors
6 Rosenblum St. Information Systems Inc.
#6101 Sea&Sun, Tel Aviv, Israel
Page 18 of 31 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nachum Langental External Director Director of companies
3 Jabotinski St., Ramat Gan, Israel
Isaac Manor** Director Chairman of companies in the motor vehicle
26 Hagderot St., Savion sector of the David Lubinski Ltd. Group.
Dori Manor** Director Chief Executive Officer of companies in the
18 Hareches St., Savion motor vehicle sector of the David Lubinski
Ltd. group.
Adiel Rosenfeld, 42 Ha'Alon St., Timrat Director Representative in Israel of Aktiva group.
23840, Israel
Zvi Livnat, Co- Chief Executive Executive Vice President of IDB Holding;
3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development;
floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Nitsa Einan, Vice President and General General Counsel of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Counsel. Investments Ltd. and Clal Biotechnology
floor, Tel Aviv 67023, Israel Industries Ltd.
Yehuda Ben Ezra Vice President and Comptroller. Comptroller of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Gonen Bieber,** Vice President and Financial Financial Manager of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Manager. Investments Ltd.
floor, Tel Aviv 67023, Israel
Guy Rosen, Senior Vice President Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd. Chairman of Israir
floor, Tel Aviv 67023, Israel Airlines and Truism Ltd
Page 19 of 31 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Boaz Simons, Senior Vice President Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Tal Mund Vice President Business Development of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Ilan Amit, Internal Auditor Internal Auditor of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
* Mr. Mark Schimmel is a citizen of Great Britain.
** Mr. Isaac Manor and Mr. Dori Manor are citizens of Israel and France
*** Mr. Bieber is a citizen of Israel and the Republic of Germany.
Based on the information provided to the Reporting Persons, during the
past five years, none of the persons listed above has been convicted, or is
subject to a judgment, decree or final order, in any of the legal
proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Page 20 of 31 pages
Exhibit 3
(Information provided as of July 31, 2008 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
IDB Development Corporation Ltd.
Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
(citizenship is Israel, unless otherwise noted)
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th Board of Directors IDB Holding; Chairman of IDB
floor, Tel-Aviv 67023, Israel Development, DIC and Clal Industries and
Investments Ltd.; Businessman and
Director of companies.
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th the Board of Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel Directors Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th the Board of Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel Directors Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, The Triangular Tower, 44th Corporation Ltd.; Co-Chairman of
floor, Tel-Aviv 67023, Israel Super-Sol Ltd.
Jacob Schimmel Director Co- Managing Director of UKI Investments.
17 High field Gardens, London NW11 9HD,
United Kingdom
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach 46705,
Israel
Eliahu Cohen Director and Chief Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower 44th Executive Officer Development.
floor, Tel-Aviv 67023, Israel
Isaac Manor* Director Chairman of companies in the motor
103 Kahanman Street, Bnei brak 51553, Israel vehicle sector of the David Lubinski
Ltd. group.
Page 21 of 31 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Dori Manor * Director Chief Executive Officer of companies in
103 Kahanman Street, Bnei brak 51553, Israel the motor vehicle sector of the David
Lubinski Ltd. group.
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street, Tel-Aviv 69345, Israel
Amos Malka External Director Director of companies
18 Nahal Soreq Street, Modi'in 71700, Israel
Prof. Yoram Margalioth External Director Senior lecturer (expert on tax laws) at
16 Ha'efroni Street, Raanana 43724, Israel the Faculty of Law in the Tel Aviv
University.
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street, Tel-Aviv
62268, Israel
Lior Hannes Senior Executive Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of
floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd.
Dr. Eyal Solganik Executive Vice Executive Vice President and Chief
3 Azrieli Center, The Triangular Tower, 44th President and Chief Financial Officer of IDB Development;
floor, Tel-Aviv 67023, Israel Financial Officer Chief Financial Officer of IDB Holding.
Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Gavrieli Executive Vice Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th President Development.
floor, Tel-Aviv 67023, Israel
Haim Tabouch Vice President and Vice President and Comptroller of IDB
3 Azrieli Center, The Triangular Tower, 44th Comptroller Development; Comptroller of IDB Holding.
floor, Tel-Aviv 67023, Israel
Inbal Tzion Vice President and Vice President and Corporate Secretary
3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary of IDB Development; Corporate Secretary
floor, Tel-Aviv 67023, Israel of IDB Holding.
* Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France.
Based on the information provided to the Reporting Persons, during the
past five years, none of the persons listed above has been convicted, or is
subject to a judgment, decree or final order, in any of the legal
proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Page 22 of 31 pages
Exhibit 4
(Information provided as of July 31, 2008 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers, Directors and Persons Controlling
IDB Holding Corporation Ltd.
Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
(citizenship the same as country of residence unless otherwise noted)
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th Board of Directors IDB Holding; Chairman of IDB
floor, Tel-Aviv 67023, Israel and Chief Executive Development, DIC and Clal Industries and
Officer Investments Ltd.; Businessman and
Director of companies.
Isaac Manor * Deputy Chairman of Chairman of companies in the motor
103 Kahanman Street, Bnei brak 51553, Israel the Board of vehicle sector of the David Lubinski
Directors Ltd. group.
Arie Mientkavich Vice Chairman of Chairman of Elron; Deputy Chairman of
14 Betzalel Street, the Board of Gazit-Globe Ltd. and Chairman of
Jerusalem 94591,Israel Directors Gazit-Globe Israel (Development) Ltd.
Zehava Dankner Director Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
Lior Hannes Director Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Development; Chief Executive Officer of
floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, The Triangular Tower, 44th Corporation Ltd.; Co-Chairman of
floor, Tel-Aviv 67023, Israel Super-Sol Ltd.
Jacob Schimmel Director Co- Managing Director of UKI Investments.
17 High field Gardens, London NW11 9HD,
United Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham
Taavura Junction, Ramle 72102, Israel Livnat Ltd.
Eliahu Cohen Director Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Development.
floor, Tel-Aviv 67023, Israel
Page 23 of 31 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------
Dori Manor * Director Chief Executive Officer of companies in
103 Kahanman Street, Bnei brak 51553, Israel the motor vehicle sector of the David
Lubinski Ltd. group.
Meir Rosenne Director Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
Shmuel Lachman External Director Information technology consultant
9A Khilat Jatomir Street,
Tel Aviv 69405, Israel
Zvi Dvoresky External Director Chief Executive officer of Beit Kranot
12 Harofeh Street, Ahuza, Trust Ltd.
Haifa 34366, Israel
Zvi Livnat Director and Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th Executive Vice Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel President Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Avi Fischer Executive Vice Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th President Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding;
3 Azrieli Center, The Triangular Tower, 44th Officer Executive Vice President and Chief
floor, Tel-Aviv 67023, Israel Financial Officer of IDB Development.
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice
3 Azrieli Center, The Triangular Tower, 44th President and Comptroller of IDB
floor, Tel-Aviv 67023, Israel Development.
(*) Mr, Issac Manor and Mr. Dori Manor are citizens of Israel and France.
Based on the information provided to the Reporting Persons, during the past five
years, none of the persons listed above has been convicted, or is subject to a
judgment, decree or final order, in any of the legal proceedings enumerated in
Items 2 (d) and 2 (e) of Schedule 13D.
Page 24 of 31 pages
Exhibit 5
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
___________________________________
IDB Holding Corporation Ltd.
A g r e e d:
______________________________________
Clal Industries and Investments Ltd.
Page 25 of 31 pages
Exhibit 6
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
___________________________________
IDB Development Corporation Ltd.
A g r e e d:
______________________________________
Clal Industries and Investments Ltd.
Page 26 of 31 pages
Exhibit 7
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
_____________________
Nochi Dankner
A g r e e d:
_______________________________________
Clal Industries and Investments Ltd.
Page 27 of 31 pages
Exhibit 8
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
_____________________
Shelly Bergman
A g r e e d:
_______________________________________
Clal Industries and Investments Ltd.
Page 28 of 31 pages
Exhibit 9
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
__________________
Ruth Manor
A g r e e d:
______________________________________
Clal Industries and Investments Ltd.
Page 29 of 31 pages
Exhibit 10
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
____________________
Avraham Livnat
A g r e e d:
_______________________________________
Clal Industries and Investments Ltd.
Page 30 of 31 pages
Exhibit 11
June 19, 2006
Clal Industries and Investments Ltd.
The Triangular Tower, 45th Floor
3 Azrieli Center
Tel-Aviv, 67023
Israel
Gentlemen,
Pursuant to rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or a Schedule 13G and any
amendments thereto in respect of shares of Compugen Ltd. purchased, owned or
sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
________________________________________
Clal Biotechnology Industries Ltd.
A g r e e d:
_______________________________________
Clal Industries and Investments Ltd.
Page 31 of 31 pages