Elron Electronic Industries Ltd. (NASDAQ:ELRN) (TASE:ELRN) announced
today that it intends to voluntarily delist from the NASDAQ Global
Select Market, effective at the close of trading on January 6, 2010.
Accordingly, Elron has provided notice to NASDAQ of its intent to delist
and intent to file a Form 25 with the U.S. Securities and Exchange
Commission ("SEC") on or about December 28, 2009, to effect the
delisting. By operation of law, the delisting will become effective ten
days after this filing. Accordingly, the last day for trading of Elron’s
shares on NASDAQ is expected to be January 6, 2010.
Elron further announced that, when circumstances permit, it intends to
terminate the registration of its Ordinary Shares under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as soon as
possible following the delisting from NASDAQ, thereby terminating its
obligation to file annual and other reports with the SEC. Elron does not
expect such deregistration to take effect earlier than the first quarter
of 2011.
Elron’s decision to delist from NASDAQ and deregister its Ordinary
Shares under the Exchange Act was made after careful consideration by
its Board of Directors of various factors, including the following:
-
Elron has a relatively limited number of U.S. holders of record and a
substantial majority of the trading of Elron’s shares occurs on the
Tel Aviv Stock Exchange ("TASE").
-
The high costs associated with being a reporting company under the
U.S. securities laws, including costs arising from compliance with the
provisions of the Sarbanes-Oxley Act of 2002 and the NASDAQ Listing
Rules, the associated listing fees, increased costs of directors’ and
officers’ insurance due to trading on the U.S. capital markets and
increased U.S. legal and auditing fees.
-
The Ordinary Shares will continue to be listed and traded on the
principal trading market—the TASE.
-
Elron will continue to make public reports with the Israeli Securities
Authority and TASE in accordance with the Israeli securities laws and
regulations.
Elron believes that these and other factors outweigh the benefits of
maintaining the secondary listing on NASDAQ.
It should be noted that as a result of the delisting from NASDAQ, Elron
will change its financial reporting principles from U.S. generally
accepted accounting principles ("U.S. GAAP") to the International
Financial Reporting Standards ("IFRS"). As permitted under the Exchange
Act and the regulations promulgated thereunder, Elron's future financial
statements to be submitted to the SEC will be prepared in accordance
with IFRS (without reconciliation to US GAAP).
* * *
ABOUT ELRON ELECTRONIC INDUSTRIES:
Elron Electronic Industries Ltd. (TASE & NASDAQ: ELRN), a member
of the IDB Holding group, is a technology holding company traded on the
Nasdaq Global Select Market and on the Tel-Aviv Stock Exchange. Elron’s
group companies currently comprise public and privately held companies
engaged in a diverse range of technological activities. These companies,
at various levels of maturity and progress, are primarily in the fields
of medical devices, information & communications technology and clean
technology, and have the potential to be technology leaders, each in
their respective fields. Elron focuses on identifying and developing
unique technology companies. Current group companies include Given
Imaging, Medingo, BrainsGate, NuLens, Aqwise and Starling, and in the
past included Elbit Systems, NetVision and Partner Communications. For
further information, please visit www.elron.com.