Hello! Excellent. Hey, Joel, good morning. Again, good afternoon to some of you. I see I have at least one U.K. person on the line. So thanks for joining us. We have Elad here. Hey, Ben. We have Elad here, and Aviram, obviously. And if you saw, I think not everyone's on mute. Can somebody make sure they're muted? Okay, thank you. So you saw that we put out an immediate report a little bit earlier overnight, and it's just an update on the concession. I would say it's more of a formalization and the final realization, but Elad has a few prepared remarks, and then if we have any questions, we'll go through those. But I think this should be fairly simple and straightforward, but we just wanted to keep everybody in line with what's going on as quickly as we could.
I'll turn it over to Elad.
Okay. Thank you, Peggy. Thank you everyone for joining. I think the bottom line, no drama, but before we begin, I want to clarify that today's call will focus only on the agreement signed with the State of Israel and details as published in our immediate report. Naturally, we are not going to discuss the ongoing business. We have a separate call two weeks from now, something like that. Although we have already talked with most of you over the past two months since the MOU was announced, we felt it was important to formalize and the conclusion of this process now that it is final.
As required by law, we signed a final and binding agreement with the state last night regarding the valuation of the assets and the transition process between the current and the future, future concessions. This binding agreement is based on the principles of the MOU that was published `in November 2025. It provides further detail and defines the execution process with basically no changes from what was previously disclosed. So again, no drama, no big developments. This agreement provides the company with long-term certainty, both for the coming years and leading up to the future concession. We have agreed on the asset valuation of $2.54 billion, and on top of it, hundreds of millions of dollars for investments in the permanent salt harvesting project.
Equally important, we have finalized the payment schedule and terms, and this is very, very important when it comes to the State of Israel. The arrangement we have reached allows the company to plan its next steps toward the tender much more effectively. It enables us to evaluate the new concession option once final terms are clear, against other strategic business alternatives, all with the goal of maximizing value for all of our shareholders. It is important to remember that the end of the concession, the current concession, is more than four years away. However, it was critical for us to create certainty now. We choose to proactively manage this process rather than managed by the state's timelines.
This prevents a scenario of prolonged arbitration or legal disputes that would drain management's attention and significant resources with uncertain outcome. We have achieved several key milestones or achievements, particularly regarding the continuity of downstream operations. By that, I mean the bromine compounds and periclase, and ensuring no setoff can be made by the state. While the final tender terms are not yet known, we are working to ensure they are as attractive as possible. However, if the new terms aren't economically viable for us, and we believe this would be the truth for any other player in that case, having the asset compensation secured in advance puts us in the best possible position.
If we decide to pursue the concession under the new terms, we remain confident that ICL is the natural and most experienced and leading candidate to win it, even without the right of first offer. So that's as a general overview, and now with your permission, I'd like to speak about the key points of the agreement. So as for the asset transfer, upon the expiration of the concession, which is the end of March 2030, all tangible and intangible assets used for the concession operations will be transferred to the state in usable condition, allowing for continuous operation. So this is number one. Number two, as for payment schedule, on April 1st, 2030, government will pay the company 95% of the total consideration.
The remaining 5% will be paid on September 1st, 2030. Number three, it's about no set-off rights. So as I mentioned, a critical point to emphasize, the state will have no right of setoff against the total consideration under this agreement, and again, this was very important clause for us. As for the downstream industries, and again, when I say downstream industries, in our case, we are talking about bromine compounds and the periclase. So to ensure operational continuity for our downstream activities, the agreement secures a continued supply of required raw material throughout 2035, so additional 5 years after the end of the concession. This period will be extended unless either side choose to end it.
Based on current prices and the agreed arrangements, we do not expect a material change in the profitability of our downstream or concession operations. And again, this is another important point for us, so the downstream operation will continue the same level of profitability at least until 2035, almost 10 years from now. As for the right of first refusal or right of first offer, so the company will not object the cancellation of the right of first offer, and the company will cooperate with the state's process, including providing access to necessary information. So those are the, I think, six main parameters or elements of the new agreement.
Again, no drama, no significant changes from the MOU that we announced back in November. Maybe last 2-3 sentences. We have covered the key points of the agreement regarding the orderly transfer of assets. I want to emphasize that our focus on these details is not about our future intentions; it's about our managerial responsibility today. If the future concession terms make economic sense, we remain confident that we are the natural and leading candidate for it. We have a clear business strategy. This agreement removes the uncertainty that could have lasted for years, giving us the stability we need to manage the company effectively. It allows us to prepare for any scenario, and ensures that ICL will emerge stronger, no matter what path we take.
Thank you for that, and I think, Peggy, with that, we can move to Q&A.
If anyone has a question. Oh, there we go. Joel and Ben. Sorry, Ben, Joel was first.
Ben's used to it, it's okay.
Oh!
... It's a bad joke. It's a bad joke. So let's say we all agree you're the natural owner of these assets forever. Can you remind me what's gonna happen over the next year or so, as you know, you start to see if there's any other bidders or any other potential players here that wanna shake up these assets? I guess there'll be some due diligence being done by other parties. Will other parties be able to visit your plants, your operations, to sort of see what you've got? Like, can you talk about what happens in the next year as the government tries to find other bidders, and what obligations you have to do to let the other bidders assess what the value of the assets are? Thanks.
Yes, we are going to cooperate with this tender process. Just to put the basic timeline, they plan to conclude this new law legislation within a year or so, and then get to the pre-qualification phase of the tender, where bidders can put their application, and the state will have the first screening process. Later on, there will be a due diligence phase, and we will provide the government with the necessary data. Not all of it, and of course, part of it will be left blank or so observed. And in the future, also, I would expect some site surveys by the viable candidates.
Can you just remind me one more thing before I pass to Ben and others? And I may have my history wrong, but there was this... I don't know, I may even have the terminology wrong, but there was a time, you know, where nobody could own more than 14% of ICL. PotashCorp tried, and then there's maybe another threshold, there was 30%. And is that, those were about ICL, the company, as opposed to the concessions, and does any of that even apply anymore? Does that even... Do you even care?
So, just to make sure that we understand, this agreement that we talked about today has nothing to do with the next concession. It's only about the current concession, and how we transfer.
Yeah.
... the assets. Having said that, you are right. In the new law, the government left room for what they call national security arrangements. And in that respect, in the future, they will elaborate what are the limitations for foreign competitors to join the process. We don't have all the details right now, but they already declared that it will be taken into account, these national security interests.
Okay. So what you're saying is, the government itself may actually limit who can own these concessions to people that are friendly or residing inside Israel. Is that what you're trying to say? Okay.
Yes.
I think I understand what you're saying.
Exactly, yes.
Okay, thank you.
Ben, do you want to go ahead?
Yeah.
Go.
So two quick ones, and, and thanks for that. So first, as we look at it, what initially was announced, a few weeks ago, versus what came out, it, it feels like that extension of like getting access from a downstream perspective, that is like, kind of like somewhat new. So just to understand, kind of like, what if scenarios, how would you think about, the concession goes to someone else, and you still get, obviously, the next five years, the downstream supply, but what would the alternatives be? How would you think, or how would you prepare the company from an, from an alternative, sourcing perspective, and as it relates to what you need for your downstream businesses, the bromine compounds, et cetera? That would be my first question.
... So, so it's a great question, and we still have, like, almost 10 years from now since the end of this, of this agreed period. We will, we'll be prepared. The way I see it, I think the... And again, we're talking about scenario where ICL is not the new concession holder.
Yes.
And, I believe the new concession owner will have to sell us bromine even after 2035. Yes, it's it defines as a option, but honestly thinking, talking, I, I think that will be, is, is best, best alternative. Having that in mind, we will develop some other options that are not only dependent on bromine. So flame retardant, which are not only bromine related. You know that there are some regulation pressures on, on bromine in general, nothing to do with the, this specific concession. So we have 10 years to, to adjust the, the business. I think it's a, it's a doable, mission.
Okay. Then second, real quick, just from, like, how the process is going to work. I mean, this is basically in 4 years from now, the concession is gonna come to an end when the payment schedule is set. But what's, like, the timeline as to new bidders coming in, you guys obviously preparing your own bid? How, how should we think about, like, potential timeline for announcements? Is that something that we know in 1 year, in 3 years, in 4 years? How should we think about the process of the new concession being assigned by the State of Israel?
So, Ben, I will quote the government officials, but again, in that case, I cannot give you 100% guarantee, right? So, but, but-
Yeah, no idea.
I'll share what I know. So their plan is to continue with this memorandum of law and translate it to a, like, valid law. It will take, in their eyes, between 1 year to 1.5 year. In parallel, they would like to start the competitive process, and the first phase is the PQ, prequalification. That's where the bidders will apply and get, you know, through the first screening. So it's screening about the capabilities and experience of the bidder rather than the specific proposal at the time. And that will happen in 2026.
In their eyes, the RFP will be out in 2027, and they aim to choose the next concession holder by the end of 2027. And allocate the concession by the beginning of 2028. Now, I think it's a bit optimistic schedule, but this is the, you know, the one that they put on the table, so I tell you what I know.
Okay. Thank you very much.
Okay.
I don't think we have any other questions. I think that was very comprehensive and transparent, and we will be hosting earnings in about three weeks. And I wanna make sure I have the date right. Somebody just joined. I'm afraid that's the end of the call. February 18th, where we'll address, obviously, the quarter. Pardon me, and the full year. But until then, have a... Wherever you are, stay safe and warm. At least if you're in North America.
Thank you, guys. Thank you for joining.