Completion of Sale of Bezeq's Controlling Stake

TEL AVIV, Israel, April 14, 2010 /PRNewswire-FirstCall/ -- Bezeq The Israel Telecommunication Corp., Limited (TASE: BEZQ), Israel's leading telecommunications provider, announced today that the Company received notice from Ap.Sb.Ar. Holdings Ltd. ("ApSb.Ar.") that it has completed the transaction for the sale of all its Bezeq shares, accounting for 30.44% of the issued and paid up share capital of the Company, in consideration of approximately NIS 6.5 billion (at NIS 8 per share).

Ap.Sb.Ar. also announced that all the preconditions for the transaction agreement have been fully met, including receipt of all the requisite mandatory regulatory approvals, which include the following:

    1. Approval of the transaction by the Ministry of
       Communications (including grant of a control permit);

    2. Approval of the transaction by the Antitrust Commissioner;

    3. Approval by the Prime Minister and the Minister of
       Communications pursuant to the provisions of the Communications Law
       (Telecommunications and Broadcasts), 5742-1982 and the provisions of
       The Communications Order (Telecommunications and Broadcasts)
       (Determination of an essential service provided by Bezeq The Israel
       Communication Corp. Ltd.),5757-1997.

B Communications (SP2) Ltd. is a private company registered in Israel, wholly owned and controlled by B Communications (SP1) Ltd., a private company registered in Israel. B Communications (SP1) is wholly owned and controlled by B Communications Ltd. (formerly Smile 012 Communications Ltd.), an Israeli public company whose shares are traded by way of double listing on the Tel Aviv Stock Exchange and on Nasdaq.

It is further noted that the shares of Bezeq owned by B Communications (SP2) are held in trust by Poalim (Romema) Trustees Ltd., as trustee for B Communications (SP2) as owner, on the one hand, and for entities that provided financing for purchase of the shares by virtue of a financing agreement dated February 11, 2010, as holders of a senior lien on the shares, on the other hand.

In view of the closing of the transaction, Adam Chesnoff, Elon Shalev, David Gilboa, Zehavit Cohen, Yoav Rubinstein, Michael Grabiner, Menachem Inbar, Stephen Grabiner, Kihara R. Kiarie and Ran Gottfried have resigned from the Board of Directors of the Company. Pursuant to the Company's Articles of Association, the Board of Directors has appointed new directors - Or Elovitch, Orna Elovitch Peled, Eldad Ben Moshe, Eliahu Holtzman, Amikam Shorer, Felix Cohen and Shaul Elovitch. Under the Articles, the appointment of these directors is valid for a period not to exceed 90 days from the date of appointment, or until the date of the next general meeting of the shareholders - whichever is the earlier.

About Bezeq The Israel Telecommunication Corp.

Bezeq is Israel's leading telecommunications service provider. Established in 1984, the company has led Israel into the new era of communications, based on the most advanced technologies and services. Bezeq and its subsidiaries offer the full range of communications services including domestic, international and cellular phone services; Internet, ADSL, and other data communications; satellite-based multi-channel TV; and corporate networks. For more information about Bezeq please visit the corporate website at http://www.bezeq.co.il.

    Investor Relations Contact:
    Mr. Naftali Sternlicht
    Bezeq
    Phone: +972-2-539-5441
    E-Mail: [email protected]

    Media Relations Contact:
    Mr. Guy Hadass
    Bezeq
    Phone: +972-3-626-2600
    E-Mail: [email protected]

SOURCE Bezeq