ELBIT IMAGING ANNOUNCES THE SIGNING OF AN AGREEMENT FOR THE SALE OF UP TO 25% OF THE SHARE CAPITAL OF ELBIT MEDICAL LTD.
08 February 2019 - 8:08AM
Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) ("
Elbit"
or the "
Company") announced today that it has
signed a Share Purchase Agreement ("
SPA") with an
SPV related to the Exigent Capital Group ("
SPV")
for the sale of between 3,760,417 ordinary shares of Elbit Medical
Technologies Ltd. ("
Elbit Medical") (1.6% of its
outstanding share capital) and 57,968,760 ordinary shares of Elbit
Medical (25% of its outstanding share capital) (the
“
Maximum Quantity”).
Under the terms of the SPA, the SPV is to
purchase an aggregate number of between 3,760,417 and 28,984,380
shares of Elbit Medical for a price per share of NIS 0.96 ($0.26
based on the NIS-US$ representative rate of exchange as of today)
on or before March 18, 2019 (the "Initial
Closing").
During the period from the Initial Closing until
May 13, 2019, the SPV may purchase additional shares up to the
Maximum Quantity (including the shares purchased at the Initial
Closing), for a price per share of NIS 1.02 ($0.28 based on the
NIS-US$ representative rate of exchange as of today) ("Per
Share Price"), but it is not obligated to do so.
If, prior to May 13, 2019, the Company receives
a binding, irrevocable offer from a third party to acquire Elbit
Medical shares for a price per share (the "Offer
Price") at least 7.5% higher than the Per Share Price,
then the SPV shall have the right of first refusal ("Right
of First Refusal").
In addition, in such event, the SPV shall have
the right to tag-along with such sale of shares to the offeror. In
the event that the SPV does not exercise its Right of First
Refusal, the SPV shall be entitled to compensation as specified in
the SPV.
As previously disclosed, under a previous Share
Purchase Agreement, dated August 7, 2018 (the "Previous
SPA"), the Company has sold to entities related to Exigent
Capital Group a total of 60,087,537 shares of Elbit Medical,
constituting approximately 26% of the Elbit Medical's issued and
outstanding share capital.
The parties also amended the three-year voting
agreement (that was signed together with the Previous SPA)
regarding the appointment of directors in Elbit Medical.
During the term of the amended voting agreement,
commencing May 13, 2019, each party shall have a right of first
offer with respect to any sale of shares by the other party,
subject to certain exceptions.
This release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements may be preceded by the words
“intends,” “may,” “will,” “plans,” “expects,” “anticipates,”
“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”
“potential” or similar words and includes relating to the
possibility of completing the transaction with the SPV.
Forward-looking statements are based on certain assumptions and are
subject to various known and unknown risks and uncertainties, many
of which are beyond the Company’s control, and cannot be predicted
or quantified and consequently, actual results may differ
materially from those projected, expressed or implied in the
forward-looking statements. Such risks and uncertainties include,
without limitation, the risk that the SPV will be unable to
complete the transaction and purchase Elbit Medical shares. More
detailed information about the Company and the risk factors that
may affect the realization of forward-looking statements is set
forth in the Company's filings with the Securities and Exchange
Commission (SEC), including the Company's Annual Report on Form
20-F filed with the Securities and Exchange Commission on April 27,
2018. Any forward-looking statements contained in this press
release speaks only as of the date of this press release, and we
caution existing and prospective investors not to place undue
reliance on such statements. Such forward-looking statements do not
purport to be predictions of future events or circumstances, and
therefore, there can be no assurance that any forward-looking
statement contained in this press release will prove to be
accurate. We undertake no obligation to update or revise any
forward-looking statements.
About Elbit Imaging Ltd.
Elbit Imaging Ltd. operates in the following
principal fields of business: (i) medical industries through our
indirect holdings in Insightec Ltd. and Gamida Cell Ltd.; and (ii)
land in India which is designated for sale (and which was initially
designated for residential projects).
For Further Information:
Company Contact |
|
Ron Hadassi |
|
CEO and Chairman of the Board of
Directors |
|
Tel: +972-3-608-6048Fax: +972-3-608-6050 |
|
ron@elbitimaging.com |
|
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