Clal Biotech: What Is Actually Left In Colospan After The MOU And Lock-Up
Colospan’s MOU did not give CBI a clean exit. It marked the asset down to a small, partly locked consideration, after an NIS 11.1 million fair-value hit and alongside an explicit warning that Colospan may not continue operating if the deal fails.
What The Main Article Left Open
The main article already established that Clal Biotech’s private basket has become much thinner, and that MediWound is the only asset still carrying the real economic center of gravity. This follow-up isolates Colospan because this is exactly where the usual headline misses the point: is there still a meaningful option left here, or has the story already shifted into a rescue-style transaction with a low reference price, a long lock-up, and a real failure-case risk if even this does not close.
The short answer is fairly sharp. The company already cut Colospan’s value in the 2025 statements based on a non-binding MOU signed only on March 2, 2026. Under note 8v, the group’s expected share of consideration used in the valuation is about $252 thousand in cash plus about $381 thousand in the acquirer’s shares, and the share leg was discounted by 27.5% because of the lock-up. If the deal does not close, the company states explicitly that there is a material concern that Colospan may not be able to continue its operations. This is no longer an upside option. It is a rescue-value read.
The MOU Set A Rescue Price, Not A Clean Exit
| Item | What was disclosed | Why it matters |
|---|---|---|
| Total deal consideration | $2.5 million in cash plus acquirer shares worth $2 million | This is the headline deal size, not what is actually left to the group |
| Acquirer shares | 24-month lock-up | Part of the consideration is not liquid and is economically weaker than cash |
| Voting rights on the share leg | Proxy to the acquirer’s board for 24 months | The group does not even retain normal voting control over that leg during the lock-up |
| Core deal assumption | Colospan will have no cash or debt at closing, except Israel Innovation Authority grants | Any deviation can change the economics of the transaction |
| Escrow | 10% of the consideration will be held in escrow | Even the headline consideration is not fully free at closing |
| Anatomia’s share | About 10% to 15% of the total consideration, subject to capital-structure and convertible-security adjustments | The group’s exact economics are still not fixed even after the MOU |
| Failure case | If the deal is not completed, there is a material concern Colospan may not continue operating | The downside here is operational, not just accounting |
What matters is not the existence of the MOU itself, but what management did with it. The company did not frame the MOU as the start of new upside. It used it as the anchor for a sharp fair-value reset already inside the 2025 accounts. That is a meaningful distinction. When a holding company marks a private asset off a non-binding post-balance-sheet MOU, it is effectively saying that the most realistic market read is no longer a value-building path. It is a damage-control path.
What Is Actually Left To The Group
Note 8v spells out the economics used in the valuation. The group’s expected share of consideration was set at about $252 thousand in cash plus about $381 thousand in the acquirer’s shares. That means that even before the lock-up discount, less than 40% of what is left to the group is cash, while the rest is locked stock. Applying the disclosed 27.5% haircut to the share leg takes the economic value of the group’s implied slice down to roughly $0.53 million.
That chart matters because it shows how large the gap is between the deal headline and the economics actually left to the group. The headline is $4.5 million. The layer supporting Clal Biotech’s valuation is about one-seventh of that before the lock-up, and about half a million dollars after the discount on the locked shares. That is before asking when the value becomes accessible, what escrow may delay, or whether the group’s percentage shifts because of final cap-table adjustments.
The statements also show how aggressive this reset really is. If the direct Colospan line and the Colospan line inside Anatomia’s portfolio companies are added together, the carrying value falls from about NIS 12.8 million at the end of 2024 to about NIS 1.8 million at the end of 2025. Note 8v ties this directly to an approximately NIS 11.1 million fair-value loss recognized in profit and loss.
That is why Colospan is not just another side note inside the private basket. It had been one of the larger Anatomia lines, and within one year it became an asset worth less than NIS 2 million on the books. For the quality of the basket, that is a real downgrade, not background noise.
Why The Lock-Up Changes The Economics
It is easy to treat the lock-up as a legal footnote. That would be a mistake. The fact that the company applied a 27.5% discount to the share leg means it is treating the lock-up as a real economic cost, not a technical detail. In other words, even if the deal closes, a large part of what reaches the group is not equivalent to cash, and not even equivalent to a normal listed share that could be sold freely the next day.
The weakness goes beyond illiquidity. The acquirer shares are also subject to a voting proxy in favor of the acquirer’s board for 24 months. So the group is expected to hold a security that it cannot sell freely and over which it cannot exercise normal voting rights. This is economically weakened consideration.
Two more layers matter on top of that. The first is the 10% escrow, which shows that even the cash side of the headline consideration is not entirely free at closing. The second is that Anatomia’s exact share remains subject to capital-structure adjustments because of Colospan’s convertible securities. So the valuation inputs disclosed here are not the end state. They are the company’s current base case as of signing, and they can still move.
What This Means For CBI, Not Just For Colospan
The practical implication for Clal Biotech is that Colospan can no longer be read as a meaningful source of flexibility at the parent level. At the end of 2025, the group had about NIS 1.7 million of cash and cash equivalents and negative working capital of NIS 15.1 million. During 2025, the company spent about NIS 4 million, mainly on parent-level ongoing activity. Against those figures, Colospan after the reset is simply too small, too slow, and too partial to change the financing frame of the company by itself.
That is also why this event changes the read on the broader private basket. The positive side is that there is now a transaction reference point rather than a purely theoretical valuation model. The negative side is that this reference transaction sets a low price, rests on a non-binding MOU, and is mostly not free cash. So Colospan does not improve CBI’s negotiating power around the value-access problem. It mainly removes another layer that had previously looked like optionality.
Put differently, if MediWound is the value engine, Colospan is no longer a backup engine. It is an asset the company is trying to salvage value from before the operating runway closes.
Bottom Line
What is actually left in Colospan after the MOU and the lock-up? Not much, and certainly not clean parent-level value that can be treated as if it has already been monetized. What is left is a group slice of a few hundred thousand dollars, mostly in a locked and economically weakened share leg, alongside an explicit warning that if even this deal fails, there is a material concern about Colospan’s ability to continue operating.
For Clal Biotech, this matters not because Colospan can save the story, but because it settles another argument about the quality of the private basket. After the reset, it becomes harder to argue that a broad pool of private optionality remains to offset the dependence on MediWound. For the Colospan read to improve from here, the company needs a binding agreement, better clarity on the group’s final share after adjustments, and a real path from locked stock to accessible value. Until then, Colospan is better read as capped recovery value, not hidden upside.
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