Filed by Elbit Medical Imaging Ltd.
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 Ltd.
Commission File No.: 001-08781
The following is a press release disseminated by Elbit Medical Imaging Ltd. on
August 22, 2005:
ELBIT MEDICAL IMAGING LTD. ENTERS INTO MERGER AGREEMENT WITH
ELSCINT LIMITED
TEL AVIV, Israel - August 22, 2005 - ELBIT MEDICAL IMAGING LTD. (NASDAQ:
EMITF) ("EMI") today announced that following the previously announced merger
negotiations with its subsidiary, Elscint Ltd. (NYSE: ELT) ("Elscint"), it has
signed a merger agreement with Elscint, 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.
EMI's President Mr. Shimon Yitzhaki commented, "The merger is intended
to allow the merging companies to exploit opportunities which may have been
unavailable for either EMI or Elscint separately and is anticipated to reduce
operational costs."
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.
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.
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 June 30, 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 EMI'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 EMI'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.
Company Contact: Investor Contact:
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Shimon Yitzhaki Kathy Price
Elbit Medical Imaging Ltd. The Anne McBride Company
011-972-3-608-6000 1-212-983-1702 x212
syitzhaki@europe-israel.com kprice@annemcbride.com
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