- Report of Foreign Issuer (6-K)
October 29 2009 - 8:28AM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15a-16 OF
THE SECURITIES
EXCHANGE ACT OF 1934
Report on Form 6-K
dated October 29, 2009
Partner
Communications Company Ltd.
(Translation of
Registrants Name Into English)
8 Amal Street
Afeq Industrial Park
Rosh Haayin 48103
Israel
(Address
of Principal Executive Offices)
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(Indicate by check mark whether the
registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form
20-F
x
Form 40-F
o
(Indicate by check mark whether the
registrant by furnishing the
information contained in this Form is also thereby
furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes
o
No
x
(If Yes is marked,
indicate below the file number assigned to the
registrant in connection with Rule
12g3-2(b): 82-_____________)
Enclosure:
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Partner
Communications Notes the Closing of the Transaction between Hutchison Telecom and Scailex
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PARTNER COMMUNICATIONS
NOTES THE
CLOSING
OF THE TRANSACTION BETWEEN
HUTCHISON TELECOM AND SCAILEX
ROSH HAAYIN, Israel,
October 29, 2009
Partner Communications Company Ltd. (Partner or
the Company) (NASDAQ and TASE: PTNR), a leading Israeli mobile communications
operator
, notes the closing of the transaction between Advent Investments Pte Ltd.
(Advent) a wholly-owned subsidiary of Hutchison Telecommunications
International Limited (Hutchison Telecom) and Scailex Corporation Ltd.
(Scailex), an Israeli corporation listed on the Tel Aviv Stock Exchange,
pursuant to which Advent sold to Scailex its entire 51.2 % equity interest in Partner for
a consideration of approximately NIS 5.3 billion, which represents approximately NIS 67
per Partner share. In parallel to the closing of the transaction, and as a result of
various subsequent transactions, Scailex and its affiliates hold approximately 45% of
Partners outstanding shares.
Following the completion of the
transaction, Advent directors resigned from Partners Board of Directors and the
following new directors were appointed: Mr. Ilan Ben Dov, Scailexs chairman and
controlling owner, Mr. Yacov Gelbard, chairman of Tefron Ltd., Mr. Yahel Sachar,
Sailexs CEO and Mr. Yaron Bloch, Deputy CEO of Leumi Partners Ltd.
2
Mr. Canning Fok, Hutchison
Telecoms chairman, commented: We are proud to have built Partner
into a respected and valuable company. I would like to take this opportunity to
thank the management team and all the staff at Partner for their dedication and
hard work throughout.
Mr. David Avner, Partners
CEO, commented: I would like to congratulate Scailex, its business
partners and Scailexs chairman, Mr. Ilan Ben Dov, for the successful
completion of the acquisition of Partners controlling interest and warmly
welcome them on board. Partner is an outstanding company and I am convinced
that the entry of a new controlling shareholder will take the Company to new
heights while building upon the tremendous assets it has built over the last
decade, foremost of these being Partners human resources and unique
corporate culture as well as our service and brand leadership. I would also
like to take this opportunity to thank Hutchison Telecom and its chairman, Mr.
Canning Fok, for creating such a high standard company and providing Partner
with an everlasting support that made it the leading telecom company it has
become.
Mr. Ilan Ben-Dov, Scailexs
chairman, commented: I am thrilled and proud to have successfully
completed the acquisition of the controlling interest in Partner and very
excited at the prospect of joining such a valued company. Partner is one of the
strongest and most valued companies in the Israeli economy, and I look forward
to working with Partners excellent management team and dedicated
employees to continue and prosper in the future.
Shareholders are referred to the
announcement made by Scailex earlier today for more details.
3
Forward-Looking
Statements
This press release includes
forward-looking statements within the meaning of Section 27A of the US Securities Act of
1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and
the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995.
Words such as believe, anticipate, expect,
intend, seek, will, plan,
could, may, project, goal,
target and similar expressions often identify forward-looking statements but
are not the only way we identify these statements. All statements other than statements of
historical fact included in this press release regarding our future performance, plans to
increase revenues or margins or preserve or expand market share in existing or new
markets, reduce expenses and any statements regarding other future events or our future
prospects, are forward-looking statements.
We have based these forward-looking
statements on our current knowledge and our present beliefs and expectations regarding
possible future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about Partner, consumer habits and preferences in cellular
telephone usage, trends in the Israeli telecommunications industry in general, the impact
of current global economic conditions and possible regulatory and legal developments. For
a description of some of the risks we face, see Item 3D. Key Information Risk
Factors, Item 4. Information on the Company, Item 5.
Operating and Financial Review and Prospects, Item 8A. Consolidated
Financial Statements and Other Financial Information Legal and Administrative
Proceedings and Item 11. Quantitative and Qualitative Disclosures about Market
Risk in the form 20-F filed with the SEC on April 27, 2009. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this press release
might not occur, and actual results may differ materially from the results anticipated. We
undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
About Partner
Communications
Partner Communications Company Ltd.
(Partner) is a leading Israeli provider of telecommunications services
(cellular, fixed-line telephony and internet services) under the orange brand. The
Company provides mobile communications services to 2.944 million subscribers in Israel (as
of June 30, 2009). Partners ADSs are quoted on the NASDAQ Global Select Market
and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
4
Partner is a subsidiary of Scailex
Corporation Ltd. (Scailex). Scailexs shares are traded on the Tel
Aviv Stock Exchange under the symbol SCIX and quote on Pink Quote under
the symbol SCIXF.PK. Scailex currently operates in three major domains of activity: 1)
financial assets management and entrepreneurship, 2) the sole import, distribution and
maintenance of Samsung mobile handset products primarily to the three major cellular
operators in Israel, and 3) distribution and sale of various manufacturers mobile
handsets, accessories and maintenance services, through a chain of retail stores and
booths (Dynamic), to end customers of Cellcom Israel Ltd.
(Cellcom). As part of the acquisition of the controlling stake in Partner,
Scailex announced to Cellcom the termination of the distribution agreement through
Dynamic, effective July 1, 2010.
For more information about Scailex,
see
http://www.scailex.com/
.
For more information about Partner, see
http://www.orange.co.il/investor_site/
.
Contacts:
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Mr. Emanuel Avner
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Mr. Oded Degany
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Chief Financial Officer
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V. P. Corporate Development, Strategy and IR
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Tel:
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+972-54-7814951
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Tel:
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+972-54-7814151
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Fax:
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+972-54-7815961
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Fax:
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+972-54 -7814161
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E-mail: emanuel.avner@orange.co.il
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E-mail: oded.degany@orange.co.il
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5
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this Current Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Partner Communications Company Ltd.
By: /s/ Emanuel Avner
Emanuel Avner
Chief Financial Officer
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Dated: October 29, 2009
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