Controlling Shareholders Of Willi-Food Investments Ltd., Which Is The Controlling Shareholder Of G. Willi-Food International

    Controlling Shareholders Of Willi-Food Investments Ltd., Which Is The
  Controlling Shareholder Of G. Willi-Food International Ltd., Agree To Sell
            Their Shares In Willi-Food Investments To Emblaze Ltd.

Zwi Williger and Joseph Williger to continue to manage G. Willi-Food

PR Newswire

YAVNE, Israel, March 3, 2014

YAVNE, Israel, March 3, 2014 /PRNewswire/ --G. Willi-Food International Ltd.
(NASDAQ: WILC)(the "Company") announced that on March 2, 2014, the
controlling shareholders of Willi-Food Investments Ltd. ("Willi Investments"),
the controlling shareholder of the Company, signed an agreement with Emblaze
Ltd, a company listed on the London Stock Exchange ("Emblaze") (the
"Agreement"), to sell their controlling stake (58%) in Willi Investments,
subject to the satisfaction of the condition precedent and the additional
terms described in the Agreement (the "Transaction"). The Agreement was signed
by Zwi Williger ("ZW") and Joseph Williger ("JW" and, together with ZW, the
"Sellers") to sell up to their entire interests in Willi Investments. Willi
Investments owns approximately 58% of the Company's shares (the Company
together with Willi Investments, "Willi-Food"). The Agreement also governs the
ongoing relationship of Emblaze with the Sellers both before and after
completion of the Transaction.

The Transaction is subject to the receipt of Israeli Anti-Trust Authority's
approval.

Under the terms of the Agreement, ZW and JW will be required to continue to be
engaged by the Company and serve as chairman of the board (in respect of ZW)
and as president (in respect of JW), or as joint chief executive officers of
Willi-Food for an additional period, commencing upon expiration of ZW and JW's
current service agreements with the Company (September, 2014) of between 18
months (if their service agreements are not re-approved at the next Company
shareholders' annual general meeting) and three years from completion of the
Transaction (if their service agreements are re-approved at the next Company
shareholders' annual general meeting), subject to certain exceptions in the
Agreement. Following such engagement period, ZW and JW have the option to
continue to manage the Company as they have done. If, however, either ZW or JW
chooses to leave the Company within six years from completion of the
Transaction, they will be prohibited from competing against the Company in any
material way, subject to certain agreed exceptions, in consideration of an
additional annual payment of NIS 1,500,000 (approximately $430 thousand) per
year from Emblaze to each Seller following termination of their engagement.

The Transaction is expected to be completed soon after the successful
completion of a special tender offer addressed to the shareholders of Willi
Investments, pursuant to the Israeli Companies Law, or, alternatively,
following its lapse, although there is no guarantee that the Transaction will
be completed. Completion is expected to occur sometime during the second
quarter of 2014.

The aggregate consideration for the shares in Willi Investments to be acquired
from the Sellers (including the shares of the Sellers tendered by the Sellers
in connection with the special tender offer, if completed) is approximately
NIS 268,000,000 (approximately $76,600 thousand). The consideration to be
offered to Willi Investment's shareholders as part of the special tender offer
represents the same price per share as would be paid to the Sellers for their
shares in Willi Investments, and is expected to be, in aggregate,
approximately NIS 23,000,000 (approximately $6,600 thousand).

Assuming, therefore, that all the shareholders of Willi Investments other than
the Seller participate in the special tender offer in relation to their entire
shareholdings, then Emblaze expects to acquire up to 61.80% (though the actual
number may be lower, depending on the breakdown of shareholder acceptances
under the Special Tender Offer) of the shares in Willi Investments for an
aggregate consideration of approximately up to NIS 285,500,000 (approximately
$81,600 thousand).

Following completion of the Transaction, Emblaze will assert control over
Willi Investments by means of (i) its ability to exercise control of between
44.99% and 61.80% of the votes exercisable at shareholder meetings of Willi
Investments and (ii) its right to appoint the majority of board members of
Willi Investments and the Company upon completion of the Transaction.

Management Comment

Zwi Williger, Chairman of Willi-Food commented: "We view the sale of control
of Willi-Food Investments to Emblaze, traded on the London Stock Exchange, as
an opportunity for the Company to continue its accelerated development in the
food sector, both in Israel and outside Israel and even to expand into
additional activities. My brother, Joseph, and I, have responded to the
request of Emblaze to continue to manage the Company. We will continue to work
together with the Company's personnel and the management of Emblaze in order
to continue to develop the company's business, both in its existing business
areas as well as additional business areas."

Additional information regarding the transaction is included in a Form 6-K
that the Company is submitting to the Securities and Exchange Commission
today.

Financial Results Conference Call

Willi-Food expects to release its financial results for fiscal 2013 on March
18, 2014.

The Company will host a conference call and live webcast on March 18, 2014 to
discuss the financial results beginning at 11:00 AM Eastern Time. Details
regarding the conference call will be provided by the Company in its fiscal
2013 financial results press release.

About G. Willi-Food International Ltd.

G. Willi-Food International Ltd. (http://www.willi-food.com) is an
Israeli-based company specializing in high-quality, great-tasting kosher food
products. Willi-Food is engaged directly and through its subsidiaries in the
design, import, marketing and distribution of over 600 food products
worldwide. As one of Israel's leading food importers, Willi-Food markets and
sells its food products to over 1,500 customers in Israel and around the world
including large retail and private supermarket chains, wholesalers and
institutional consumers. The company's operating divisions include Willi-Food
in Israel and Gold Frost, a wholly owned subsidiary who designs, develops and
distributes branded kosher, dairy-food products.

FORWARD LOOKING STATEMENT

This press release contains forward-looking statements within the meaning of
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
relating to future events or our future performance, such as statements
regarding trends, demand for our products and expected sales, operating
results, and earnings. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements
expressed or implied in those forward-looking statements. These risks and
other factors include but are not limited to: monetary risks including changes
in marketable securities or changes in currency exchange rates- especially the
NIS/U.S. Dollar exchange rate, payment default by any of our major clients,
the loss of one of more of our key personnel, changes in laws and regulations,
including those relating to the food distribution industry, and inability to
meet and maintain regulatory qualifications and approvals for our products,
termination of arrangements with our suppliers, in particular Arla Foods, loss
of one or more of our principal clients, increase or decrease in global
purchase prices of food products, increasing levels of competition in Israel
and other markets in which we do business, changes in economic conditions in
Israel, including in particular economic conditions in the Company's core
markets, our inability to accurately predict consumption of our products and
changes in consumer preferences, our inability to protect our intellectual
property rights, our inability to successfully integrate our recent
acquisitions, insurance coverage not sufficient enough to cover losses of
product liability claims and risks associated with product liability claims.
We cannot guarantee future results, levels of activity, performance or
achievements. The matters discussed in this press release also involve risks
and uncertainties summarized under the heading "Risk Factors" in the Company's
Annual Report on Form 20-F for the year ended December 31, 2012, filed with
the Securities and Exchange Commission on April 30, 2013. These factors are
updated from time to time through the filing of reports and registration
statements with the Securities and Exchange Commission. We do not assume any
obligation to update the forward-looking information contained in this press
release.

Company Contact:

G. Willi Food International Ltd.
Raviv Segal, CFO
(+972) 8-932-1000
raviv@willi-food.co.il

SOURCE G. Willi-Food International Ltd.

Website: http://www.willi-food.com
 
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