ELLO Advances Dorad Acquisition; Final Approval Hinges on Phoenix Deal

Rhea-AI Filing Summary

Ellomay Capital Ltd. (ELLO) reports a key milestone in its plan to enlarge its position in Dorad Energy Ltd. On 10 July 2025 Dorad’s board approved the transfer of 7.5 % of Dorad’s outstanding shares to Ellomay’s wholly owned subsidiary, Ellomay Luzon Energy Infrastructures Ltd., and a separate transfer of 10 % to The Phoenix Insurance Company Ltd. The approval formally validates Ellomay’s previously exercised right of first refusal.

• The sole remaining closing condition for Ellomay’s initial 7.5 % purchase is the consummation of Phoenix’s 10 % acquisition, a step that is outside Ellomay’s control.
• Ellomay has reserved the right to acquire an additional 7.5 % should a parallel purchase by Edelcom Ltd. fail to close.
• No purchase price, financing structure or earnings impact was disclosed in the filing.

Management cannot currently estimate when—or if—the closing condition will be satisfied. The filing reiterates extensive forward-looking-statement caveats concerning regulatory approvals, market conditions, geopolitical risks and other uncertainties in Israel, Spain, Italy and the U.S.

Positive

• Dorad board approval materially advances Ellomay’s acquisition of an additional 7.5 % stake, validating its right of first refusal.
• Ellomay retains the option to purchase another 7.5 % if Edelcom’s deal collapses, potentially doubling the incremental stake.

Negative

• Closing is contingent on Phoenix’s 10 % purchase, a factor outside Ellomay’s control, introducing timing and execution risk.
• The filing provides no financial terms or earnings guidance, limiting investors’ ability to gauge valuation and accretion.
• Broad forward-looking risk factors highlight geopolitical, regulatory and commodity-price uncertainties that could affect results.

Insights

Financial Analyst

TL;DR: Board nod advances Ellomay’s 7.5 % Dorad stake, but closing hinges on Phoenix deal; financial impact unquantified.

The Board approval is a procedural but necessary step that materially increases the likelihood Ellomay will add 7.5 % to its existing 9 % holding in Dorad (post-transaction stake would rise to ~16.5 %). Owning a larger slice of Israel’s largest private power plant could enhance Ellomay’s cash-flow diversification and offer strategic optionality. However, completion is condition-precedent on Phoenix purchasing 10 %, leaving timing and certainty unresolved. The absence of price disclosure prevents valuation analysis, and management provides no EBITDA contribution estimates. Overall, the event is directionally positive yet conditional, warranting a neutral impact rating until closing visibility improves.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

Commission File Number: 001-35284

 

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

 

18 Rothschild Blvd., Tel Aviv 6688121, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 

 

 

 

THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

Update in connection with Exercise of Right of First Refusal for Dorad Energy Ltd. Shares

 

Ellomay Capital Ltd. (the “Company”), hereby provides an update in connection with the exercise of a right of first refusal for 7.5% of the outstanding shares of Dorad Energy Ltd. (“Dorad”) by Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) and following the Company’s immediate reports on Form 6-K submitted to the Securities and Exchange Commission on March 31, 2025, April 7, 2025, May 31, 2025, June 24, 2025, June 30, 2025 and July 2, 2025.

 

The Company hereby updates that on July 10, 2025 the Dorad board of directors approved the transfer of 7.5% of Dorad’s shares to Ellomay Luzon Energy and the transfer of 10% of Dorad’s shares to The Phoenix Insurance Company Ltd. and its affiliates (together, “The Phoenix”). As noted in previous filings of the Company, Ellomay Luzon Energy previously notified the selling shareholder that Ellomay Luzon Energy maintains its right to purchase all the shares offered under the right of first refusal should the sale of 7.5% of Dorad’s shares to Edelcom Ltd. (the other Dorad shareholder that exercised its right of first refusal) not be consummated for any reason.

 

The remaining main condition to closing for the acquisition of the initial 7.5% of Dorad’s shares by Ellomay Luzon Energy is the consummation of the sale of 10% of Dorad’s outstanding shares to The Phoenix. This condition to closing is not within Ellomay Luzon Energy’s control and the Company cannot at this point estimate whether and when it will be fulfilled.

 

Information Relating to Forward-Looking Statements

 

This report contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “will,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including the non-fulfillment of any of the conditions to closing, changes in market conditions, inability to receive required regulatory approvals, the impact of the war and hostilities in Israel, Gaza and Iran, changes in electricity prices and demand, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with the Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 	Ellomay Capital Ltd.
 	 	 
 	By:	/s/ Ran Fridrich
 	Ran Fridrich
 	Chief Executive Officer and Director

 

Dated: July 14, 2025

 

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FAQ

What did Ellomay Capital (ELLO) announce in its July 2025 6-K?

Ellomay reported Dorad’s board approved transferring 7.5 % of Dorad shares to its unit, Ellomay Luzon Energy, subject to final closing conditions.

How much of Dorad Energy will Ellomay own after the transaction?

If closed, Ellomay’s direct and indirect holdings would rise by 7.5 %—and potentially a further 7.5 % if Edelcom’s purchase fails.

What is the remaining condition to closing?

The sale of 10 % of Dorad’s shares to The Phoenix Insurance Company Ltd. must be completed first.

Does Ellomay control the remaining closing condition?

No. The Phoenix transaction is outside Ellomay’s control, and management cannot estimate its completion timeline.

Were financial terms of the Dorad share purchase disclosed?

No price or financing details were provided in the filing.

What risks did the company highlight?

Risks include non-fulfillment of conditions, regulatory changes, geopolitical conflicts, commodity-price volatility and interest-rate movements.