Discount Investment Corporation Commences Partial Cash Tender Offer for Elron Electronic Industries Ltd.
October 25 2006 - 11:41AM
PR Newswire (US)
TEL AVIV, Israel, October 25 /PRNewswire-FirstCall/ -- Discount
Investment Corporation Ltd. (TASE:DISI) announced that it is
commencing today a tender offer to purchase up to 4,440,000
ordinary shares of Elron Electronic Industries Ltd.
(NASDAQ:ELRN)(TASE:ELRN) for $12.00 per share, net to the seller in
cash, less any required withholding taxes and without interest. If
more than the maximum number of shares offered to be purchased in
the tender offer are tendered, Discount Investment will purchase
shares on a pro rata basis. The bidder, Discount Investment,
currently beneficially owns 14,048,613 ordinary shares of Elron,
representing approximately 47.6% of Elron's outstanding shares. If
the full number of shares is purchased in the tender offer,
Discount Investment will own approximately 62.6% of Elron's
outstanding shares. On October 24, 2006, the last trading day
before commencement of the offer, the closing sale price of the
Elron shares was $11.65 on Nasdaq and NIS 49.70 ($11.60 based on an
exchange rate of NIS 4.283 per United States dollar as of October
24, 2006) on the Tel Aviv Stock Exchange (TASE). The tender offer
and withdrawal rights are scheduled to expire at 10:00 a.m., New
York time, or 5:00 p.m., Israel time, on Wednesday, November 29,
2006, unless the offer is extended by Discount Investment. The
tender offer does not contain any minimum condition and is not
conditioned on the receipt of financing or the approval of the
board of directors of Elron. The complete terms and conditions of
the tender offer, including important US and Israeli income and
withholding tax considerations relating to the tender offer, are
contained in the Offer to Purchase included as an exhibit to the
Tender Offer Statement on Schedule TO filed today with the US
Securities and Exchange Commission (SEC) and with the Israeli
Securities Authority (ISA). American Stock Transfer & Trust
Company is the US Depositary for the offer and Clal Finance Batucha
Investment Management Ltd. is the Israeli Depositary for the offer.
Important Information: This is not an offer to buy or the
solicitation of an offer to sell any ordinary shares of Elron. The
tender offer that is described in this press release will only be
made through the Offer to Purchase, Letter of Transmittal and
related tender offer documents. All shareholders of Elron should
read the tender offer materials, which are being filed today by
Discount Investment, and the Tender Offer
Solicitation/Recommendation Statement with respect to the tender
offer which is expected to be filed in due course by Elron, with
the SEC and the ISA. Shareholders of Elron should read the tender
offer materials and, once available, the
Solicitation/Recommendation Statement, because they contain
important information about the tender offer. The tender offer
materials, the Solicitation/Recommendation Statement and other
filed documents will be available at no charge on the SEC's website
at http://www.sec.gov/ and on the ISA's website at
http://www.magna.isa.gov.il/, and will also be made available
without charge to all shareholders by contacting MacKenzie
Partners, Inc., the information agent for the tender offer, at
+1-212-929-5500 or toll free 800-322-2885. Shareholders are urged
to read these materials carefully before making any decision with
respect to the tender offer. About Discount Investment Corporation
Ltd.: Discount Investment is an Israeli holding company founded in
1961, whose shares are listed on the Tel Aviv Stock Exchange under
the symbol "DISI." Discount Investment holds investments in
companies, predominantly companies located in Israel or that are
Israel-related, operating mainly in the fields of advanced
technology, communications, industry, real estate and commerce.
Discount Investment Contact: Oren Lieder, Senior Vice President and
Chief Financial Officer Tel: +972-3-607-5888 Email: DATASOURCE:
Discount Investment Corporation Ltd CONTACT: Discount Investment
Contact: Oren Lieder, Senior Vice President and Chief Financial
Officer, Tel: +972-3-607-5888, Email:
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