Incredimail 2014 Annual Report Download - page 30

As a foreign private issuer whose shares are listed on NASDAQ, we follow certain home country corporate governance practices instead
of certain NASDAQ requirements.
As a foreign private issuer whose shares are listed on NASDAQ, we are permitted to follow certain home country corporate governance
practices instead of certain requirements contained in the NASDAQ listing rules. We follow the requirements of the Companies Law in Israel,
rather than comply with the NASDAQ requirements, in certain matters, including with respect to the quorum for shareholder meetings, sending
annual reports to shareholders, and shareholder approval with respect to certain issuances of securities. See "Item 16.G –
Corporate Governance"
in this Annual Report for a more complete discussion of the NASDAQ Listing Rules and the home country practices we follow. As a foreign
private issuer listed on NASDAQ, we may also elect in the future to follow home country practice with regard to other matters as well.
Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ’
s corporate governance rules to
shareholders of U.S. domestic companies.
Provisions of our articles of association and Israeli law may delay, prevent or make an acquisition of our Company difficult, which could
prevent a change of control and, therefore, depress the price of our shares.
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special
approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types
of transactions. In addition, our articles of association contain provisions that may make it more difficult to acquire our Company, such as
provisions establishing a staggered board. Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some
of our shareholders. See "Item 10.B Memorandum and Articles of Association — Approval of Related Party Transactions" and "Item 10.E
–
Taxation — Israeli Taxation" for additional discussion about some anti-takeover effects of Israeli law.
These provisions of Israeli law may delay, prevent or make difficult an acquisition of our Company, which could prevent a change of
control and therefore depress the price of our shares.
Our share price has fluctuated significantly and could continue to fluctuate significantly.
The market price for our ordinary shares, as well as the prices of shares of other Internet companies, has been volatile. Between May
2013 and March 2015, our share price has fluctuated from a high of $14.94 to a low of $3.11. The following factors may cause significant
fluctuations in the market price of our ordinary shares:
In addition, share prices of many technology companies fluctuate significantly for reasons that may be unrelated or disproportionate to
operating results. The factors discussed above may depress or cause volatility of our share price, regardless of our actual operating results.
Our ordinary shares are traded on more than one market and this may result in price variations.
Our ordinary shares are traded on the NASDAQ Global Select Market and on the TASE. Trading in our ordinary shares on these
markets is effected in different currencies (U.S. dollars on NASDAQ and ILS on the TASE) and at different times (resulting from different time
zones, different trading days and different public holidays in the United States and Israel). Consequently, the trading prices of our ordinary
shares on these two markets often differ, resulting from the factors described above as well as differences in exchange rates and from political
events and economic conditions in the United States and Israel. Any decrease in the trading price of our ordinary shares on one of these markets
could cause a decrease in the trading price of our ordinary shares on the other market.
• fluctuations in our quarterly revenues and earnings or those of our competitors;
•
pending sales into the market upon the release of contractual and tax lock ups;
• shortfalls in our operating results compared to levels forecast by us or securities analysts;
•
changes in regulations or in policies of search engine companies or other industry conditions;
•
mergers and acquisitions by us or our competitors;
• technological innovations;
•
the introduction of new products;
•
the conditions of the securities markets, particularly in the Internet and Israeli sectors; and
• political, economic and other developments in Israel and worldwide.
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