Elbit Medical Imaging Announces Initial Negotiations On Potential Business Combination With Elscint Limited
20 June 2005 - 11:30PM
PR Newswire (US)
Elbit Medical Imaging Announces Initial Negotiations On Potential
Business Combination With Elscint Limited TEL AVIV, Israel, June 20
/PRNewswire-FirstCall/ -- Elbit Medical Imaging Ltd. (NASDAQ:EMITF)
(the "Company" or "EMI") announced today that its independent
committee appointed to consider and discuss the potential business
combination with Elscint Limited ("Elscint") has approached
Elscint's independent committee to begin negotiations on the
transaction, and made an initial proposal to acquire all ordinary
shares of Elscint not already owned by EMI in a share-for-share
transaction pursuant to which each ordinary share of Elscint will
be exchanged for 0.40 ordinary shares of EMI . The average closing
price of EMI's and Elscint's ordinary shares on Nasdaq National
Market and on New York Stock Exchange, respectively, during the
30-day period ending on June 8, 2005 (our first announcement of
this potential transaction) was $18 and $5.78, respectively. Should
the parties decide to carry out the transaction, it will be subject
to, inter alia, (i) the execution of a definitive agreement, (ii)
the approval of the audit committee, board of directors and
shareholders of both companies, (iii) court approval in accordance
with Sections 350 and 351 of the Israeli Companies Law 1999, and
(iv) the receipt of any other approvals required by law. There is
no assurance that Elscint and the Company will continue their
discussions, or that if they do continue discussions, that the
transaction will be agreed upon or consummated (pursuant to the
aforementioned terms or at all). About Elbit Medical Imaging Ltd.
EMI is a subsidiary of Europe Israel (M.M.S.) Ltd. and focuses on
four main fields of operations: Commercial and Entertainment Malls
through its subsidiary Plaza Centers (Europe) BV; the Hotel segment
through its subsidiary Elscint Limited.; Image guided treatment
through InSightec - Image Guided Treatment Ltd.; and venture
capital investments in the telecommunications business. Important
Legal Information This communication is being made in respect of
preliminary discussions between EMI and Elscint with respect to a
proposed transaction involving EMI and Elscint. This press release
does not constitute an offer of any securities for sale. If EMI and
Elscint determine to proceed with a proposed transaction, EMI and
Elscint would prepare a registration statement on Form F- 4
containing a joint proxy statement/prospectus for shareholders of
EMI and Elscint, which would be filed with the SEC, and each of EMI
and Elscint would file any other documents required to be filed
with the SEC in connection with a proposed transaction. Before
making any voting or investment decision, investors are urged to
read the joint proxy statement/prospectus regarding the proposed
transaction and any other relevant documents carefully in their
entirety when they become available because they would contain
important information about the proposed transaction. Any final
joint proxy statement/prospectus would be mailed to EMI's and
Elscint's shareholders. The registration statement containing the
joint proxy statement/prospectus and other documents would be
available free of charge at the SEC's Internet site
(http://www.sec.gov/). If EMI and Elscint determine to proceed with
a proposed transaction, EMI, Elscint and their respective directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of a proposed transaction. Information regarding
EMI's directors and executive officers is available in EMI's Annual
Report for the Fiscal Year Ended December 31, 2003, which was filed
with the SEC on June 30, 2004. Information regarding Elscint's
directors and executive officers is available in Elscint's Annual
Report for the Fiscal Year Ended December 31, 2003, which was filed
with the SEC on June 30, 2004. Information regarding persons who
may, under the rules of the SEC, be considered participants in a
solicitation of EMI and Elscint shareholders in connection with a
proposed transaction would be set forth in the joint proxy
statement/prospectus if and when such joint proxy
statement/prospectus is filed with the SEC. Any forward looking
statements with respect to Elbit's business, financial condition
and results of operations included in this release are subject to
risks and uncertainties that could cause actual results to differ
materially from those contemplated in such forward looking
statements, including, but not limited to, product demand, pricing,
market acceptance, changing economic conditions, risks in product
and technology development and the effect of Elbit's accounting
policies, as well as certain other risk factors which are detailed
from time to time in EMI's filings with the Securities and Exchange
Commission. Company Contact: Investor Contact: Shimon Yitzhaki
Kathy Price Elbit Medical Imaging Ltd. The Anne McBride Company
011-972-3-608-6000 1-212-983-1702 x207 DATASOURCE: Elbit Medical
Imaging Ltd. CONTACT: Company Contact: Shimon Yitzhaki of Elbit
Medical Imaging Ltd., +972-3-608-6000, ; or Investor Contact: Kathy
Price of The Anne McBride Company, +1-212-983-1702 x207, Web site:
http://www.emitf.co.il/
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