Elscint Limited Announces Retention of Financial Advisor In Connection With Negotiations On Potential Business Combination With
29 June 2005 - 2:23AM
PR Newswire (US)
Elscint Limited Announces Retention of Financial Advisor In
Connection With Negotiations On Potential Business Combination With
Elbit Medical Imaging Ltd. TEL AVIV, Israel, June 28
/PRNewswire-FirstCall/ -- Elscint Ltd. (NYSE: ELT) ("Elscint" or
the "Company"), a subsidiary of Elbit Medical Imaging Ltd. ("EMI"),
today announced that the independent committee of its Board of
Directors has retained the services of Oppenheimer & Co. Inc.
as its exclusive financial advisor in connection with the
negotiations on a potential business combination with EMI. As part
of its services, Oppenheimer will conduct a valuation of each
company and, if appropriate, will render an opinion as to the
fairness of the transaction to Elscint and its shareholders from a
financial point of view. Elscint will issue a press release if an
agreement is reached or if negotiations are terminated. There is no
assurance that Elscint and EMI will continue their discussions, or
that if they do continue discussions, that the transaction will be
agreed upon or consummated. Elscint Limited has interests in hotels
in Western Europe, in hotel development projects principally in
Western and Central Europe and in the Arena commercial and
entertainment center in Israel. Important Legal Information This
communication is being made in respect of certain possible
discussions which may be held between EMI and Elscint with respect
to a proposed transaction involving EMI and Elscint. It is
emphasized that this press release does not constitute an offer of
any securities for sale. In the event that both EMI and Elscint
resolve to proceed with a proposed transaction, both companies
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. Each of EMI and Elscint
would also 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 and in their entirety
when they become available, inasmuch as 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
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 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 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. This
release contains certain forward-looking statements, which involve
known and unknown risks, uncertainties or other factors not under
the Company's control. The Company does not undertake to update the
information set forth in this release. For Further Information:
Company Contact Abraham (Rami) Goren Elscint, Ltd. +972-3-608-6020
Investor Contact Kathy Price The Anne McBride Company
+212-983-1702, x212 DATASOURCE: Elscint Ltd. CONTACT: Abraham
(Rami) Goren of Elscint, Ltd., +972-3-608-6020, , or Investor -
Kathy Price of The Anne McBride Company, +1-212-983-1702, x212,
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