Approval of the CAL Sale Depends on Access to Shufersal Customer Data

The CAL transaction is no longer only a capital-release event for Discount Bank, First International Bank and FIBI Holdings. That part of the story is relatively clear: if the deal closes, the sellers receive cash, capital ratios improve, and the next question becomes what they do with the released capital. What became sharper in recent days is a different friction point: who is allowed to sit near Shufersal customer-purchase data when the main buyer is also linked to Super-Pharm. The key asset here is therefore not only a credit-card company. It is a web of customer clubs, consumer data, pharmacy retail and food retail. If the Competition Authority approves the deal without a material condition, the banks get faster certainty and Harel gains an entry into a consumer-credit asset. If approval requires a separation from the Shufersal club or a change in ownership structure, the event moves toward Shufersal and Isracard, where the value is no longer only in selling CAL shares but in controlling a customer channel with hundreds of thousands of cards.

Why This Is No Longer Just a Bank Deal

The simple reading of the transaction is a bank divestment. Discount is selling its CAL stake, First International and FIBI join through First International's holding, and the banking system takes another step in separating credit-card companies from banks. That was the center of earlier analysis: how much capital is released, when the deal closes, and how it affects capital ratios and future capital returns.

The new angle is different. On June 18, Globes and Calcalist reported that the Competition Authority is examining the CAL transaction around the connection between Union, Harel, Super-Pharm, Shufersal and Be. This is no longer just a financial-control question. It is a data question: who sees consumer purchase patterns, in which category, and what happens when that data may touch direct competitors in pharmacy retail.

The legal route is still not closed. No final decision has been published, and the reports themselves describe positions, pressure and alternatives. It would therefore be wrong to conclude that the deal has failed or been approved. But for public-company analysis, the move of the debate toward consumer data changes the exposure map. Discount and First International remain exposed to closing timing. Harel is exposed to the structure under which it enters CAL. Shufersal is exposed to whether its card club remains with CAL. Isracard is exposed to the possibility that another large club moves in the market, even though no disclosed deal brings it into Shufersal.

The Friction Point Sits at Shufersal

The reason Shufersal is at the center is not only that it is a large retailer. Its customer club and credit cards are part of its sales system. In Shufersal's 2025 report, the group had about 595 thousand valid credit cards and about 2.2 million loyalty-club members. The CAL agreement, originally signed around the issuance of the group's cards, was extended until December 31, 2030. An even more important figure: about 15% of Shufersal's 2025 sales were paid by customers using the group's credit cards.

This is not a marketing appendix. It is a customer channel, payment instrument, database and benefits mechanism in one place. Shufersal describes the loyalty club as a tool for increasing customer loyalty and tailoring offers to customer needs. When the credit card sits inside that club, it adds information about consumption and payments, not only about purchases at Shufersal's checkout. A demand to separate CAL from the Shufersal club is therefore not only a technical change in the card issuer. It can touch sales, benefits, credit-card revenue, card fees, credit spreads and the ability to manage a targeted customer proposition.

The competitive difficulty comes from the other side of the deal. George Horesh's Union is linked to Super-Pharm, while Shufersal owns Be. If CAL, through the Shufersal club, holds broad information on purchase and consumption behavior, and the buyer is linked to a competing pharmacy retailer, the authority must decide whether legal separation and prohibitions on data use are enough. For Shufersal investors, the question is not who is legally right. The question is whether a club that became part of the sales system continues in the same structure through 2030, or whether the company will have to reopen a central agreement.

Why Isracard Also Matters

Isracard is not a party to the CAL transaction, but it is part of the market in which customer clubs move between issuers. In March, El Al Frequent Flyer signed a 10-year agreement with Isracard and Premium Express to issue Fly Card credit cards. That filing states that Isracard will provide signing grants, marketing budgets and support, as well as a revenue-sharing framework for card income and credit sales. El Al estimated a positive pre-tax contribution to profitability averaging about NIS 100-130 million per year over the agreement term.

That example matters not because Shufersal is necessarily moving to Isracard. There is no binding disclosure for that. It matters because it shows how the credit-card club market is priced and operated: a large club is not just a list of customers, but a long-term contract, support budgets, revenue sharing, branding, card migration and an operating system. If CAL loses Shufersal, it may lose one of its important distribution assets. If Shufersal opens a tender or new negotiation, it can try to convert the size of the club and its purchase data into better terms.

This is also where the event becomes more interesting. According to the reports, one argument around the transaction is that moving the Shufersal club to Isracard would not necessarily solve the data problem, because Isracard is also linked to the Super-Pharm club. In other words, a supposed solution on one side of the market may transfer the same question to another player. That does not mean Isracard will necessarily benefit. It means the regulator is not looking only at share ownership, but at the meeting point between data, retail and consumer credit.

Public-Company Exposure Map

The table shows why the deal value alone is not enough. At the banks, the event converts into capital and cash. At Shufersal, it converts into customer-relationship quality. At Isracard, it converts into competitive optionality, but also into a sign that the Competition Authority is looking more deeply at customer clubs. At Harel, it converts into the ability to enter CAL under terms that do not block the business value of the acquisition.

Three Possible Paths for the Competition Authority Decision

The cleanest scenario for the banks is relatively quick approval without material damage to the Shufersal club. In that case, the story becomes simpler again: Discount and First International move toward closing, FIBI benefits through the bank, and Harel enters a meaningful credit asset alongside Union. That still does not make the deal good or bad for every side. It means the regulatory friction does not change the core value structure.

The more complex scenario is approval with conditions. If CAL has to separate from the Shufersal club, three things need to be checked: whether CAL compensates Shufersal or changes terms, whether Shufersal can obtain a better agreement with another issuer, and whether CAL's deal value changes after losing a significant club following the loss of Fly Card. This is where Shufersal shareholders may get an interesting event: not because regulation is necessarily good for them, but because it may reopen a commercial asset that was locked in a long-term agreement.

The third scenario is a delay or an appeal to the Competition Tribunal. That sends risk back to the banks, because the transaction must converge within a timetable, and a deep delay may revive the question of a CAL IPO. For the market, this is the scenario in which sellers remain with a clear value on paper but no closed cash, and buyers remain with a strategic asset whose entry terms are still uncertain.

The Credit Club Became the Sensitive Asset in the Deal

The CAL transaction has become a cross-company event because it connects three markets that are usually analyzed separately: banks, credit cards, and food and pharmacy retail. For Discount, First International and FIBI, the money will still be measured by closing and capital release. For Harel, the issue is entry terms into CAL. For Shufersal and Isracard, the issue is who controls the customer channel and the data that comes with it. That is why the Competition Authority decision matters not only to whether CAL is sold, but also to where the value of large credit-card clubs sits in the coming years.