Matav Receives Option to Participate in the Sale of Partner's Shares to Partner Communications Company
February 08 2005 - 1:31AM
PR Newswire (US)
Matav Receives Option to Participate in the Sale of Partner's
Shares to Partner Communications Company NETANYA, Israel, Feb. 8
/PRNewswire-FirstCall/ -- Matav-Cable Systems Media Ltd.
(NASDAQ:MATV)(TASE:MATV) (hereinafter: "Matav") announced today
that in connection with an irrevocable offer made by Elbit Limited
("Elbit"), Eurocom Communications Limited ("Eurocom") and Polar
Communications Limited ("Polar") to sell to Partner Communications
Company Ltd. ("Partner"; (NASDAQ:PTNR)(TASE:PTNR)(LSE:PCCD))
approximately 31.7 million Partner shares, representing their
entire stakes in Partner (17.2% of Partner's outstanding ordinary
shares) for aggregate consideration of up to NIS1.0214 billion
($233.6 million), Matav was granted an option to participate
together with Elbit, Eurocom and Polar in the sale of Partner
shares back to Partner. In the event that Matav elects to
participate in the sale, Matav will be able to sell to Partner
approximately 7.87 million Partner shares and the number of shares
to be sold by Elbit, Eurocom and Polar to Partner will be reduced
proportionally to the sellers' respective ownership percentage of
Partner's shares. In the event that Matav does not exercise its
option to participate in the sale of Partner shares together with
Elbit, Eurocom and Polar, then for a period of 90 days following
the closing of such sale, Matav will have an option to put
approximately 5.7 million of its Partner shares to Elbit, Eurocom
and Polar in the same sale price offered to Partner. In the event
that Matav either participates in the sale to Partner or exercises
its option to put shares to Elbit, Eurocom and Polar, Matav may
recognize capital gains (net of tax impact) of between
approximately $28 million and $19 million (depending on the final
price at which Partner's shares will be sold and the relevant sale
alternative chosen by Matav). The offer by Elbit, Eurocom and Polar
is conditional upon the release of the share pledges in favor of
Partner's lending banks currently governing the shares. The
acceptance of the offer by Partner will be subject to it obtaining
all corporate and regulatory consents and approvals required by law
or Partner's general license, including, among others: -- approval
of Partner's audit committee, board of directors and shareholders,
and -- the consent of the Ministry of Communications; and --
consent of the Antitrust authorities The sale price formula offered
to Partner reflects a 10% discount to Partner's 20 day volume
weighted average market price prior to obtaining the approval of
Partner's shareholders, up to a maximum price of NIS32.22 per share
but not below NIS31.04 per share. This discount reflects the
restricted nature of the shares to be sold, including the fact that
the shares are currently subject to pledges in favor of Partner's
lending banks and that they are subject to the requirements of
Partner's license and the long-standing shareholders agreement
between the founding shareholders. Subject to all conditions to
closing being satisfied, closing of the sale to Partner is
scheduled to occur no later than 80 days from the date of the
offer. There is no assurance that the sale to Partner will be
consummated. In certain circumstances, where Partner fails to buy
back its shares as described above, Elbit, Eurocom, Polar, Matav
and Hutchison Telecommunications International Limited
("Hutchison"; (NYSE:HTX)(SEHK:2332)) have agreed to a "Fallback
Plan" whereby Elbit, Eurocom and Polar will be allowed to sell
their 31.7m Partner shares into the market in coordinated sales.
Elbit, Eurocom and Polar have granted an option to Hutchison
whereby Hutchison can acquire up to 2% of the outstanding shares of
Partner at a 12% discount to the then average market price, and an
additional right of first refusal to purchase up to 5.5% of the
outstanding share capital of Partner (or 7.5%, if Hutchison did not
exercise its 2% call option) at the same 12% discounted price.
Pursuant to the Fallback Plan, Elbit, Eurocom and Polar have
granted Matav a 90-day option enabling Matav to put approximately
7.4 million of its Partner shares to Elbit, Eurocom and Polar, pro
rata to their respective shareholding of Partner, in a manner that
would enable Matav to be in the same position had Matav elected to
participate in the Fallback Plan in the first place. There is no
assurance that the Fallback Plan will be consummated. About Matav:
Matav is one of Israel's three cable television providers, serving
roughly 25 percent of the population. Matav's current investments
include 5.3 percent of Partner Communications Ltd., a GSM mobile
phone company and 10 percent of Barak I.T.C. (1995) Ltd., one of
the three international telephony providers in Israel. This press
release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements that are
based on various assumptions (some of which are beyond Matav's
control) may be identified by the use of forward-looking
terminology, such as "may," "can be," "will," "expects,"
"anticipates," "intends," "believes," "projects," "potential," "are
optimistic," "view" and similar words and phrases. Actual results
could differ materially from those set forth in forward-looking
statements due to a variety of factors, including but not limited
to (1) changes in technology and market requirements, (2) decline
in demand for the company's products, (3) inability to timely
develop and introduce new technologies, products and applications,
(4) loss of market share and pressure on pricing resulting from
competition, (5) uncertainty as to the completion of acquisition of
new businesses or operations and integration thereof with Matav's
business, and (6) the other risk factors detailed in Matav's most
recent annual report and other filings with the US Securities and
Exchange Commission. Matav undertakes no obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. Contacts: Ori Gur Arieh,
Counsel Matav-Cable Systems Media Ltd. Tel.: +972-9-860-2261 Ayelet
Shiloni Integrated Investor Relations Tel.: +1-866-447-8633 Tel:
+972 50-6883-336 DATASOURCE: Matav-Cable Systems Media Ltd.
CONTACT: Ori Gur Arieh, Counsel of Matav-Cable Systems Media Ltd.,
+972-9-860-2261; or Ayelet Shiloni of Integrated Investor
Relations, +1-866-447-8633, +972 50-6883-336, , for Matav-Cable
Systems Media
Copyright
Hutchison Telecom (NYSE:HTX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hutchison Telecom (NYSE:HTX)
Historical Stock Chart
From Jul 2023 to Jul 2024