Elron Electronic Industries Ltd. (NASDAQ:ELRN) (TASE:ELRN) today
announced that further to Elron's previous announcement on August 26,
2009, regarding its Annual General Meeting ("AGM") of shareholders in
which shareholders will be asked, among others, to approve the sale of
the Company's holding in NetVision Ltd. ("NetVision") to Discount
Investment Corporation Ltd. ("DIC") and Clal Industries and Investments
Ltd. ("Clal"), NetVision today announced that it is in very preliminary
stages of examining possibilities of a business combination with Cellcom
Israel Ltd. ("Cellcom"), which may involve a corporate change relating
to NetVision. Cellcom is an affiliate of DIC, Elron's principal
shareholder, which currently holds approximately 49% of Elron. DIC and
Clal are both majority-owned subsidiaries of IDB Development Ltd., and
currently hold approximately 31% and 24% of NetVision.
In its announcement, NetVision indicated that current regulation does
not allow such combination, which may be effected only if relevant
legislation is changed. NetVision further indicated that at this very
preliminary stage of examination and given the regulatory limitations,
there is no certainty such potential combination may be effected or as
to its advisability, timing, structure and terms (if at all). Any such
combination will be subject, among others, to the requisite regulatory
and corporate approvals.
As a result of NetVision's abovementioned announcement, Elron today
announced that regarding Elron's AGM scheduled for tomorrow, September
24, 2009, it is postponing the discussion and voting on the sale
transaction only (Item 2 of the proxy statement published by Elron on
August 26, 2009) to a Shareholders Meeting which shall take place on
October 29, 2009, 10:30 AM, Israel time, at the Company's offices at 3
Azrieli Center, the Triangular Tower, 42nd Floor, Tel Aviv, Israel.
Shareholders of record at the close of business on September 29, 2009,
are entitled to notice of, and to vote at, the said Shareholders
Meeting. On or about October 1, 2009, the Company expects to file with
the U.S Securities and Exchange Commission and the Israel Securities
Authority proxy materials in connection with the sale transaction. The
proxy materials will be made available at no charge on the U.S.
Securities and Exchange Commission's website at http://www.sec.gov
and on the Israel Securities Authority’s website at http://www.magna.isa.gov.il.
On or about October 2, 2009, the Company expects to mail the proxy
materials to its shareholders of record as of September 29, 2009.
Elron intends to approach the independent appraiser, Kesselman Finance
PricewaterhouseCoopers Ltd. (which provided a valuation of NetVision),
and the independent expert, Deloitte Economic Consulting Services (1986)
Ltd. (which provided an opinion as to the fairness to Elron's public
shareholders of the transaction price), in order to obtain their
opinions regarding the effect, if any, of the abovementioned development
as announced today by NetVision, on NetVision's valuation.
The Company's AGM convened for tomorrow, September 24, 2009, will take
place as planned, regarding items 1, 3, 4 and 5 only as set forth in the
Proxy Statement dated August 26, 2009.
Elron Electronic Industries Ltd. (NASDAQ:ELRN)
(TASE:ELRN), a member of the IDB Holding group, is a high-technology
holding company traded in the Nasdaq and in the Tel-Aviv Stock Exchange.
Elron’s group companies currently comprise a diverse range of
publicly-traded and privately held companies primarily in the fields of
medical devices, information & communications technology, clean
technology and semiconductors. Included in our group companies are well
established companies which are leaders in their fields, such as Given
Imaging and 013 NetVision, together with innovative start-up s who
possess growth potential in Israel and the rest of the world. For
further information, please visit www.elron.com.
www.elron.com