Partner Communications Announces Offer To Purchase The Operation Of Marathon 018 Xfone

ROSH HA'AYIN, Israel, Aug. 26, 2021 /PRNewswire/ -- Partner Communications Company Ltd. ("Partner" or the "Company") (NASDAQ: PTNR) and (TASE: PTNR), a leading Israeli communications operator, announces that it filed a purchase offer to the arrangement manager of Marathon (018) Xfone Ltd. ("Marathon"), to purchase Marathon's business activity. The main principles of the Offer are below (the "Offer"):

1.  Partner will purchase Marathon's business activity, including liabilities to its customers and excluding rights or debts originating from the network sharing agreement between Marathon and Cellcom Israel Ltd (the "Purchase"), provided that the Purchase is free of any debt, liability, current or future claim arising before the purchase date or arising from the purchase itself, as is customary in such proceedings.

2.  For the Purchase, Partner will pay to the arrangement manager a sum of ILS 187 million ("Purchase Price"), subject to the purchase price adjustment mechanism mentioned in the Offer, which stipulates that the Purchase Price will be reduced in certain cases where there is a significant gap between Marathon's presentations and the Purchase that will actually be purchased by Partner. Partner will set a portion of the total Purchase Price, subject to approval issued by the court, as temporary payments, paid in monthly payments of NIS 3 million, for a maximum period of 4 months. 

3.  Partner will offer at least 70% of Marathon's employees continued employment, under Marathon's obligations and terms, for a period of at least one year, beginning at the date of the purchase.  

4.  The Offer is subject to a limited due diligence procedure requiring up to 5 working days, starting from the day the arrangement manager will provide the needed documents to Partner.

5.  The Offer will expire on September 9, 2021.

6.  The Offer is conditioned on the receipt of all required regulatory approvals, including the approvals of the insolvency court and the creditors' meetings, the Israeli Ministry of Communications and the Competition Commissioner.

Forward-Looking Statements

This announcement made by Partner includes forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Words such as "estimate", "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "project", "goal", "target" and similar expressions often identify forward-looking statements but are not the only way we identify these statements. We have based these forward-looking statements on our current knowledge and our present beliefs and projections regarding possible future events. These forward-looking statements include the Company's expectation regarding the consideration of a potential transaction in which the Company will purchase Marathon's operation. These forward-looking statements are subject to uncertainties that are not under the Company ability to predict including the approval of the creditor's assembly, the court and various regulators. In light of these uncertainties, assumptions and future developments, the forward-looking events discussed in this press release might not occur, and actual results may differ materially from the results anticipated. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

About Partner Communications

Partner Communications Company Ltd. ("Partner") is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony, internet and television services). Partner's ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).

For more information about Partner see:
http://www.partner.co.il/en/Investors-Relations/lobby/

Contacts:

SOURCE Partner Communications