Welcome!

@CloudExpo Authors: Zakia Bouachraoui, Liz McMillan, Mehdi Daoudi, Elizabeth White, Pat Romanski

News Feed Item

Elscint Enters Into Merger Agreement With Elbit Medical Imaging

Elscint Enters Into Merger Agreement With Elbit Medical Imaging

TEL AVIV, Israel, Aug. 22 /PRNewswire-FirstCall/ -- ELSCINT LTD. today announced that following the previously announced merger negotiations with its principal shareholder, Elbit Medical Imaging Ltd. ("EMI"), it has signed a merger agreement with EMI, pursuant to which Elscint shall become a wholly owned subsidiary of EMI and its shares will no longer trade on the NYSE. The transaction was approved by the audit committee and board of directors of both EMI and Elscint.

Under the terms of the merger agreement, each ordinary share of Elscint (other than ordinary shares of Elscint held by EMI and Elscint) will be exchanged for 0.53 ordinary share of EMI. On June 7, 2005, the trading day in the United States immediately preceding the announcement of the proposed merger, the closing price for Elscint ordinary shares on the NYSE was $6.74 and the closing price for EMI ordinary shares on the NASDAQ was $19.37. On August 19, 2005, the last trading day in the United States immediately preceding the date of this news release, the closing price for Elscint ordinary shares on the NYSE was $8.77 and the closing price for EMI ordinary shares on the NASDAQ was $19.32.

The merger is to be performed in accordance with Sections 350 and 351 of the Israeli Companies Law, which require the approval of an Israeli District Court for consummation of the Merger. Accordingly, EMI and Elscint are expected to file a motion with the Tel Aviv District Court in the next few days.

The consummation of the merger is subject to certain conditions, including (1) the receipt of the approval of EMI and Elscint shareholders, (2) the receipt of a final court order from the Israeli court approving the Merger, (3) the declaration by the United States Securities and Exchange Commission (SEC) of the effectiveness of a registration statement on Form F-4 to be filed by EMI with respect to the ordinary shares of EMI to be issued in connection with the merger, and (4) the receipt of third party consents required for the Merger.

Mr. Abraham (Rami) Goren, Executive Chairman of Elscint, commented, "The merger is highly beneficial to the shareholders of Elscint, since it provides them liquidity of their holdings at a significant premium to the price level which prevailed in the last several years. The holding of EMI shares has the potential to further increase value for our shareholders. The combined company will have a depth of financial and other resources, which will enable it to position itself as a leading player in its various fields of operations."

About Elscint

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.

About Elbit Medical Imaging Ltd.

EMI is a subsidiary of Europe Israel (M.M.S.) Ltd. and focuses on four main fields of operations: Commercial and Entertainment Malls through its subsidiary Plaza Centers (Europe) BV; the Hotel segment through its subsidiary Elscint Limited; Image guided treatment through InSightec - Image Guided Treatment Ltd.; and venture capital investments in the telecommunications business.

Important Legal Information

This press release does not constitute an offer of any securities for sale. 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 in their entirety when they become available because 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/).

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 EMI's directors and executive officers is available in EMI's Annual Report for the Fiscal Year Ended December 31, 2004, which was filed with the SEC on July 1, 2005. Information regarding Elscint's directors and executive officers is available in Elscint's Annual Report for the Fiscal Year Ended December 31, 2004, which was filed with the SEC on June 30, 2005 and as amended and filed with the SEC on July 14, 2005. 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 when such joint proxy statement/prospectus is filed with the SEC.

Any forward looking statements with respect to Elscint's business, financial condition and results of operations included in this release are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward looking statements, including, but not limited to, product demand, pricing, market acceptance, changing economic conditions, risks in product and technology development and the effect of Elscint's accounting policies, risks related to the proposed merger of EMI and Elscint such as a failure to successfully integrate the two companies or realize the expected benefits from the proposed merger, as well as certain other risk factors which are detailed from time to time in EMI's filings with the Securities and Exchange Commission.

For Further Information: Company Contact Investor Contact Abraham (Rami) Goren Kathy Price Elscint, Ltd. The Global Consulting Group +972-3-608-6020 +212-983-1702, x212 [email protected]@annemcbride.com

Elscint Ltd.

CONTACT: Company Contact - Abraham (Rami) Goren, Elscint, Ltd.,
+972-3-608-6020, [email protected]; Investor Contact - Kathy Price, The
Global Consulting Group, +1-212-983-1702, x212, [email protected]

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

CloudEXPO Stories
@CloudEXPO and @ExpoDX, two of the most influential technology events in the world, have hosted hundreds of sponsors and exhibitors since our launch 10 years ago. @CloudEXPO and @ExpoDX New York and Silicon Valley provide a full year of face-to-face marketing opportunities for your company. Each sponsorship and exhibit package comes with pre and post-show marketing programs. By sponsoring and exhibiting in New York and Silicon Valley, you reach a full complement of decision makers and buyers in multiple vertical markets. Our delegate profiles can be located in our show prospectus.
In today's always-on world, customer expectations have changed. Competitive differentiation is delivered through rapid software innovations, the ability to respond to issues quickly and by releasing high-quality code with minimal interruptions. DevOps isn't some far off goal; it's methodologies and practices are a response to this demand. The demand to go faster. The demand for more uptime. The demand to innovate. In this keynote, we will cover the Nutanix Developer Stack. Built from the foundation of software-defined infrastructure, Nutanix has rapidly expanded into full application lifecycle management across any infrastructure or cloud .Join us as we delve into how the Nutanix Developer Stack makes it easy to build hybrid cloud applications by weaving DBaaS, micro segmentation, event driven lifecycle operations, and both financial and cloud governance together into a single unified st...
"Cloud computing is certainly changing how people consume storage, how they use it, and what they use it for. It's also making people rethink how they architect their environment," stated Brad Winett, Senior Technologist for DDN Storage, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Sold by Nutanix, Nutanix Mine with Veeam can be deployed in minutes and simplifies the full lifecycle of data backup operations, including on-going management, scaling and troubleshooting. The offering combines highly-efficient storage working in concert with Veeam Backup and Replication, helping customers achieve comprehensive data protection for all their workloads — virtual, physical and private cloud —to meet increasing business demands for uptime and productivity.
While the focus and objectives of IoT initiatives are many and diverse, they all share a few common attributes, and one of those is the network. Commonly, that network includes the Internet, over which there isn't any real control for performance and availability. Or is there? The current state of the art for Big Data analytics, as applied to network telemetry, offers new opportunities for improving and assuring operational integrity. In his session at @ThingsExpo, Jim Frey, Vice President of Strategic Alliances at Kentik, discussed tactics and tools to bridge the gap between IoT project teams and the network planning and operations functions that play a significant role in project success.