Filed by Elscint Limited Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Elscint Limited
Commission File No. of Subject Company: 001-08781
Press Release Source: Elscint Ltd.
Elbit Medical Imaging Ltd. Announces Initial Negotiations on Potential Business
Combination With Elscint Limited
Monday June 20, 8:30 am ET
TEL AVIV, Israel, June 20 /PRNewswire-FirstCall/ -- Elscint Ltd. (NYSE: ELT -
News; "Elscint" or the "Company"), a subsidiary of Elbit Medical Imaging Ltd.
("EMI"), today announced that an independent committee appointed by EMI to
consider and discuss the potential business combination with Elscint has
approached the Company's independent committee to begin negotiations on the
transaction. The independent committee also offered an initial proposal to
acquire all ordinary shares of the Company not already owned by EMI in a
share-for-share transaction pursuant to which each ordinary share of Elscint
will be exchanged for 0.40 ordinary shares of EMI.
The average closing price of the Elscint and EMI ordinary shares on the New York
Stock Exchange and on the Nasdaq National Market and, respectively, during the
30-day period ending on June 8, 2005 (the date of the first announcement of this
potential transaction) was US$5.78 and US$18.00, respectively.
Should the parties decide to carry out the transaction, it will be subject to
inter alia, (i) the execution of a definitive agreement, (ii) the approval of
the audit committee, board of directors and shareholders of both companies,
(iii) court approval in accordance with Sections 350 and 351 of the Israeli
Companies Law 1999, and (iv) the receipt of any other approvals required by law.
There is no assurance that Elscint and EMI will continue their discussions, or
that if they do continue discussions, that the transaction will be agreed upon
or consummated (pursuant to the aforementioned terms or at all).
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.
Important Legal Information
This communication is being made in respect of certain possible discussions
which may be held between EMI and Elscint with respect to a proposed transaction
involving EMI and Elscint. It is emphasized that this press release does not
constitute an offer of any securities for sale. In the event that both EMI and
Elscint resolve to proceed with a proposed transaction, both companies would
prepare a registration statement on Form F-4 containing a joint proxy
statement/prospectus for shareholders of EMI and Elscint, which would be filed
with the SEC. Each of EMI and Elscint would also file any other documents
required to be filed with the SEC in connection with a proposed transaction.
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 and in their entirety when they become
available, inasmuch as 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).
If EMI and Elscint determine to proceed with a proposed transaction, 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 Elscint's
directors and executive officers is available in Elscint's Annual Report for the
Fiscal Year Ended December 31, 2003, which was filed with the SEC on June 30,
2004. Information regarding EMI's directors and executive officers is available
in EMI's Annual Report for the Fiscal Year Ended December 31, 2003, which was
filed with the SEC on June 30, 2004. 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 if and when such joint proxy
statement/prospectus is filed with the SEC.
This release contains certain forward-looking statements, which involve
known and unknown risks, uncertainties or other factors not under the Company's
control.
For Further Information:
Company Contact Investor Contact
Abraham (Rami) Goren Kathy Price
Elscint, Ltd. The Anne McBride Company
+972-3-608-6020 +212-983-1702, x212
argoren@elscint.net kprice@annemcbride.com