Business Context and Reporting Period
Company: ICL Group Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: November 2025 (Event Date: November 5, 2025)
Subject: Signing of a Memorandum of Understanding (MOU) with the Government of Israel regarding the Dead Sea Concession assets, which are scheduled to transfer to the government upon the concession expiration on March 31, 2030.
Key Financial Metrics and Transaction Values
Asset Valuation and Consideration:
- Base Consideration: The Government of Israel agreed to pay a total of USD 2,540 million for the Dead Sea Concession Assets upon expiration.
- Additional Consideration: The Government will pay actual investment amounts made by Dead Sea Works (DSW) for a permanent salt harvesting solution from January 1, 2025, until the concession end. These are estimated at hundreds of millions of dollars.
- Total Consideration: The sum of the base amount and the salt harvesting investments constitutes the "Total Consideration."
- Target Annual Expenditure: Approximately USD 292 million per year (based on the multi-annual average of the past decade).
- Minimum Annual Expenditure: USD 230 million per year.
- Adjustment Mechanism: If actual investment/maintenance falls below the agreed amounts, the Total Consideration will be reduced. If it exceeds the target (up to a cumulative USD 100 million cap), the consideration may increase, provided ICL is not awarded the future concession.
- Management estimates the agreements regarding asset value will not have a material impact on the Company's financial results.
Material Changes and Strategic Developments
Resolution of Concession Uncertainty:
The MOU aims to remove significant uncertainty regarding the termination of the current concession and provides certainty on asset valuation and payment timing, enabling long-term planning for the 2030 expiration.
Future Concession Tender:
- ICL has agreed to fully cooperate with the government's tender process for the future concession.
- ICL will provide data rooms, allow due diligence, and refrain from opposing the government's initiation of the tender.
- ICL is waiving its current "right of first offer" under the existing Concession Law to facilitate the tender process.
- ICL intends to participate in the future tender if terms are economically viable.
Asset Transfer Scope:
The transfer includes all fixed tangible assets, intangible assets, intellectual property, and operational data required for the concession, owned by Dead Sea Works Ltd., Bromine Compounds Ltd., and Dead Sea Magnesium Ltd.
Guidance, Outlook, Risks, and Contingencies
Outlook and Management Commentary:
- ICL believes it remains the most suitable candidate for the future concession due to its experience and expertise.
- The Accountant General is expected to recommend arrangements to preserve downstream industrial activities in Israel based on Dead Sea resources.
Contingencies and Risks:
- Non-Binding Nature: The MOU is not a binding agreement. It is valid only until a "Detailed Agreement" is signed or for 90 days from the MOU signing date (whichever is earlier).
- Termination: Either party may terminate discussions at any time. If no Detailed Agreement is signed within 90 days (or an extended period), the MOU becomes void with no claims allowed.
- Approvals: The Detailed Agreement is subject to all required governmental and corporate approvals.
- Forward-Looking Statements: Actual results may differ due to changes in government policy, market conditions, commodity prices, or regulatory constraints.
Key Facts for Investor Verification
- MOU Validity: Verify if a binding "Detailed Agreement" is signed within 90 days of November 5, 2025; otherwise, the MOU expires without effect.
- Investment Compliance: Monitor ICL's annual capital expenditure and maintenance spending to ensure it meets the USD 230 million minimum and USD 292 million target to avoid reductions in the final asset payout.
- Future Concession Terms: Track the government's tender process and the economic viability of the future concession terms to assess ICL's likelihood of re-bidding.
- Salt Harvesting Costs: Review actual costs incurred for the permanent salt harvesting solution, as these will be reimbursed separately from the base asset value.
- Regulatory Approvals: Confirm receipt of all necessary approvals from the Israeli Ministry of Finance and other competent authorities for the Detailed Agreement.