In compliance with the Companies Law, 5759-1999 of the State of
Israel and the regulations promulgated thereunder (the
"
Companies Law"), Retalix Ltd. (Nasdaq:RTLX)
("
Retalix") hereby notifies its shareholders that
it will hold a special general meeting of shareholders (the
"
Meeting") at Retalix's offices, located at 10
Zarhin Street, Ra'anana, Israel, on January 7, 2013 at 10:00 a.m.
Israel time. The record date for the determination of the holders
of Retalix's ordinary shares, nominal value NIS 1.00 per share
("
Ordinary Shares"), entitled to this notice of
the Meeting and to vote at the Meeting is December 10, 2012.
At the Meeting, Retalix's shareholders will be asked to vote on
the following:
1. The approval, pursuant to Section 320 of the Companies Law,
of the merger of Retalix with Moon S.P.V. (Subsidiary) Ltd.
("Merger Sub"), a company formed under the laws of
the State of Israel and an indirect, wholly-owned subsidiary of NCR
Corporation, a Maryland corporation ("NCR"),
including approval of: (i) the merger transaction pursuant to
Sections 314 through 327 of the Companies Law, whereby Merger Sub
will merge with and into Retalix, with Retalix surviving and
becoming an indirect, wholly-owned subsidiary of NCR (the
"Merger"); (ii) the Agreement and Plan of Merger,
dated as of November 28, 2012, by and among, NCR, Merger Sub and
Retalix (the "Merger Agreement"); (iii) the
consideration to be received by Retalix's shareholders in the
Merger, consisting of $30.00 in cash, without any interest thereon,
subject to the withholding of any applicable taxes (the
"Merger Consideration"), for each Ordinary Share
held as of the effective time of the Merger; (iv) the conversion of
each outstanding option, and each warrant, to purchase one Ordinary
Share into the right to receive an amount of cash equal to the
excess, if any, of the Merger Consideration over the applicable
exercise price of such option or warrant (the receipt of such cash
is subject, in the case of (a) an unvested option, to the
subsequent vesting, and the fulfillment of the existing conditions
related to vesting, of such option, and (b) an option subject to
the capital gains route of Section 102 of the Israeli Income Tax
Ordinance [New Version] 1961, to the requirements of such Section
102); and (v) all other transactions and arrangements contemplated
by the Merger Agreement, which was attached as Exhibit 99.1 to the
Report on Form 6-K furnished by Retalix to the U.S. Securities and
Exchange Commission (the "SEC") on November 29,
2012.
2. Any other business that properly comes before the Meeting or
any adjournment or postponement of the Meeting, including any
proposal for adjournment or postponement thereof.
The Board of Directors of Retalix recommends that
Retalix's shareholders approve the Merger Agreement, the Merger and
the other transactions contemplated by the Merger
Agreement.
The presence in person or by proxy of two or more shareholders
possessing at least 25% of Retalix's voting power will constitute a
quorum at the Meeting. In the absence of a quorum within 30 minutes
of the scheduled time for the Meeting, the Meeting will be
adjourned for a week and will be held on January 14, 2013 at the
same time and place. At such adjourned meeting, the presence of at
least two shareholders in person or by proxy (regardless of the
voting power possessed by their shares) will constitute a quorum.
Approval of the Merger requires the affirmative vote of a majority
of the Ordinary Shares present (in person or by proxy) and voting
(not including abstentions) at the Meeting (or at any adjournment
thereof), excluding any Ordinary Shares that are held by Merger
Sub, NCR, or by any person holding at least 25% of the means of
control of either of them, or anyone acting on behalf of either of
them, including any of their affiliates.
In accordance with the regulations under the Companies Law,
Retalix is publishing a Hebrew language version of the notice of
the Meeting in Israeli newspapers on December 3, 2012. Soon
thereafter, Retalix will provide to its shareholders a proxy
statement describing the Merger, the Merger Agreement, the
procedure for voting in person or by proxy at the Meeting and
various other details related to the Meeting.
RETALIX SAFE HARBOR FOR FORWARD-LOOKING
STATEMENTS
Except for statements of historical fact, the information
presented herein constitutes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other U.S. federal securities laws. For example, the statements
regarding the potential Merger involving Retalix, NCR and Merger
Sub and shareholders' receipt of the Merger Consideration in such
Merger include forward-looking statements. The forward-looking
statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or
achievements of Retalix, including revenues, income and expenses,
and the actual Merger Consideration payable pursuant to the Merger
(if any), to be materially different from any future results,
performance or achievements, or from the currently expected Merger
Consideration, respectively, or from other guidance or outlooks
expressed or implied by such forward-looking statements. Such
factors include risks relating to Retalix's anticipated future
financial performance and growth, continued rollouts with existing
customers, continued interest in Retalix's products, perception by
leading retailers of Retalix's reputation, potential benefits to
retailers, expansion into new geographic markets and other factors
over which Retalix may have little or no control. This list is
intended to identify only certain of the principal factors that
could cause actual results to differ. Additional risks related to
the proposed Merger of Retalix with NCR and Merger Sub may also
cause actual results to differ from expected results. Readers are
referred to the reports and documents filed by Retalix with the
Securities and Exchange Commission, including Retalix's Annual
Report on Form 20-F for the year ended December 31, 2011, for a
discussion of these and other important risk factors. Except as
required by law, Retalix undertakes no obligation to publicly
release any revisions to these forward-looking statements, that may
be made to reflect events or circumstances after the date hereof,
or to reflect the occurrence of unanticipated events.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
In connection with the proposed transaction, Retalix intends to
submit relevant materials to the SEC and other governmental or
regulatory authorities, including a proxy statement. INVESTORS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RETALIX AND THE
TRANSACTION. The proxy statement and certain other relevant
materials (when they become available) and any other documents
submitted by Retalix to the SEC may be obtained free of charge at
the SEC's website at http://www.sec.gov. In addition, investors may
obtain free copies of the documents submitted to the SEC by
contacting Retalix's investor contact, Sarit Sagiv, at
1-877-573-7193 in the U.S. or +972-9-776-6600 in Israel, or by
accessing Retalix's investor relations website at
http://www.retalix.com/content/investor-relations. Investors are
urged to read the proxy statement and the other relevant materials
when they become available before making any voting or investment
decision with respect to the transaction.
The Retalix Ltd. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5937
CONTACT: Sarit Sagiv, CFO
Retalix Ltd.
+972-9-776-6666
investors@retalix.com
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