TEL AVIV, Israel, Oct. 17 /PRNewswire/ -- Notice is hereby given that the price per share that the Public Shareholders of the Company are entitled to according to the Merger Agreement (as such terms are defined in the notice published by the Company on September 2, 2010 with respect to the Extraordinary General Meeting of the Shareholders of the Company (the "Original Notice")), was updated to 9.44 NIS per share instead of 6.226 NIS per share.
The price per share was updated due to the Notice of S. Shlomo Holdings Ltd. ("Shlomo Holdings") with respect to the merger agreement between Shlomo Holdings and Tobias Management & Consultation Services Ltd. (the "Shlomo Holdings Merger Agreement" and "Tobias", respectively). It is noted that the Company holds approximately 2.74% of Shlomo Holdings' issued and outstanding shares. Such holdings represent most of the Company's assets, and based upon the value of these holdings was determined, among others, the Company's value and the Public Shareholders' Consideration.
Within Shlomo Holdings Merger Agreement, each Shlomo Holdings ordinary share held by the public (as defined in the Shlomo Holdings Merger Agreement) will be converted into the right to receive from Tobias a cash consideration per each share (the "Shlomo Holdings Price Per Share"). The Shlomo Holdings Price Per Share offered to Shlomo Holdings' Public Shareholders is higher than the price per share as reflected in the evaluation on which the Company's value was determined, at the time of the approval of the Merger Agreement. In light of the above, the price per share entitled to the Public Shareholders of the Company was updated and is now the aggregate amount of 9.44 NIS.
It should be further noted that Tobias is a private company and its controlling person is Mr. Shlomo Shmaltzer (who is also the controlling person of Shlomo Holdings and the controlling person of the Company and the chairman of its Board of Directors). For further details regarding the Shlomo Holdings Merger Agreement, please see the immediate report published by Shlomo Holdings on October 6, 2010 on the Israel Securities Authority's website at: http://www.magna.isa.gov.il (reference number 2010-01-638199).
Also, following the Company's notice dated September 29, 2010 that the Extraordinary General Meeting of the Shareholders is adjourned and will be held on Sunday, October 24, 2010 at 10:00 a.m., Israel time at 22 Hayetzira Street, Petach Tikva, Israel (the "Company's Offices"), a notice is hereby given that due to the abovementioned changes, the meeting is re-adjourned to Monday, November 15, 2010 at 10:00 a.m., Israel time (the "Re-Adjourned Meeting"). The Re-Adjourned Meeting will convene at the Company's Offices. The agenda of the Re-Adjourned Meeting did not change and it is the same as the agenda published in the Original Notice.
The full text of the documents in connection with the Meeting may be viewed at the offices of Meitar Liquornik Geva & Leshem Brandwein that acts as the Company's legal counsel, at 16 Abba Hillel Silver Rd., Ramat-Gan, Israel, during regular business hours, and upon advance coordination, by calling +972-3-6103100.
This notice is a translation for convenience of the Hebrew version of the notice. In case of divergence of interpretation between the English version and the Hebrew version, the Hebrew version will prevail.
SOURCE Istec - Industries and Technologies Ltd.