Internet Gold Announced Receipt of Final Set of Transaction Documents from Searchlight
June 12 2019 - 11:05AM
Internet Gold - Golden Lines Ltd. (the “Company” or “Internet
Gold”) (NASDAQ Global Select Market and TASE: IGLD) today announced
receipt from Searchlight Capital Partners (“Searchlight”) of a
final form of SPA (the “SPA”) and transaction documents for the
transaction between Searchlight together with an entity wholly
owned by the Fuhrer family which was designated by Searchlight to
be its Israeli partner (together with Searchlight, the
“Purchasers”), B Communications Ltd. ("Bcom") and the Company (the
“Transaction”).
The Transaction will include, inter alia, the
sale by the Company of its entire holdings in Bcom for an aggregate
amount of NIS 225 million and an investment by the Company in Bcom
of up to NIS 345 million (comprised of the NIS 225 million to be
paid by the Purchasers to the Company and an additional amount of
NIS 120 million). Pursuant to the Transaction, the Company shall
receive NIS 310 million par value of Series C debentures of Bcom as
well as such number of ordinary shares of Bcom (the ”Bcom Ordinary
Shares”) that equals (i) NIS 35 million divided by (ii) the price
per share calculated as the lesser of (i) NIS 4.80, and (ii) the
volume-weighted average price per share of Bcom Ordinary Share on
Nasdaq over the thirty (30) trading days preceding the trading day
immediately prior to the date of the Agreement (the “Price Per
Share”).
Upon the closing of the Transaction, the
Purchasers are to also invest an additional amount of NIS 260
million in Bcom in consideration for Bcom Ordinary Shares, the
number of which shall be calculated based on the Price Per
Share.
In addition, Bcom will offer its shareholders
(other than the Company) the right to subscribe for additional
ordinary shares in an aggregate amount of up to NIS 35 million (the
“Aggregate Offering Amount”) at the Price Per Share. Any part of
the Aggregate Offering Amount not subscribed by Bcom’s shareholders
will be subscribed by Searchlight.
Pursuant to the Transaction, certain amendments
of Bcom’s Series C debentures will become effective and Bcom will
issue new Series D debentures.
The SPA includes, inter alia, representations by
the Company, including with respect of authorization to enter into
the transaction, required consents, certain representations
relating to Bcom and representations relating to undisclosed
proceedings. The SPA further provides for certain covenants by the
parties during the period between signing and closing, including,
exclusivity, making the required filings with the Ministry of
Communications, obtaining of a court approval and the approval of
the shareholders of Bcom, as well as certain restricted actions by
the Company, Bcom or Bezeq.
The SPA includes certain conditions to closing,
including the receipt of a court approval, the issuance of a
control permit to the Purchasers from the Ministry of
Communications, antitrust approvals, absence of material adverse
effect, designation of board members on behalf of the Purchasers on
Bcom and Bezeq, and minimum liquidity and maximum indebtedness of
Bcom upon closing.
The Transaction documents will be discussed and
voted upon during the coming days, by both the Company’s and Bcom’s
debenture holders. Our board of directors will also discuss the
main terms.
There is no certainty that the Transaction will be approved,
executed or consummated.
A copy of the drafts of the Transaction
documents as received by Searchlight, which reflect Searchlight’s
proposed terms of the Transaction and the Transaction documents, is
being submitted to the U.S. Securities and Exchange Commission on
Form 6K.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. We will not make any
public offering of the securities in the United States. The
securities have not been and will not be registered under the U.S.
Securities Act of 1933, as amended.
About Internet Gold
Internet Gold is a telecommunications-oriented
holding company whose principal asset is a 51.95% stake in B
Communications Ltd., the owner of 26.34% of outstanding shares of
Bezeq The Israel Telecommunication Corporation Limited, the leading
communications group in Israel. For more information, please visit
the following Internet sites:
www.igld.comwww.bcommunications.co.ilwww.ir.bezeq.co.il
Forward-Looking Statements
This press release contains forward-looking
statements that are subject to risks and uncertainties. Factors
that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, general
business conditions in the industry, changes in the regulatory and
legal compliance environments, the failure to manage growth and
other risks detailed from time to time in the Company’s filings
with the Securities Exchange Commission. These documents
contain and identify other important factors that could cause
actual results to differ materially from those contained in our
projections or forward-looking statements. Stockholders and
other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which they are made. We undertake no obligation to update publicly
or revise any forward-looking statement.
For further information, please contact:
Yuval Snir– IR
Manager
yuval@igld.com / Tel: +972-3-924-0000
Internet Gold Golden Lines (CE) (USOTC:IGLDF)
Historical Stock Chart
From May 2024 to Jun 2024
Internet Gold Golden Lines (CE) (USOTC:IGLDF)
Historical Stock Chart
From Jun 2023 to Jun 2024