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Arel Shareholders Meeting Approved the Spin-off of Arelnet Shares.


Business & High Tech Editors

YAVNE, Israel--(BUSINESS WIRE)--May 18, 2000

Arel Communications and Software Ltd. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: ARLCF), the world's leading provider of interactive distance learning (IDL (1) (Interface Definition Language) A language used to describe the interface to a routine or function. For example, objects in the CORBA distributed object environment are defined by an IDL, which describes the services performed by the object and how the data ) systems, announced today that its shareholders have approved the previously announced Spin-Off of Arel's holdings in ArelNet.

Pursuant to the Spin-off, holders of ordinary shares of Arel will receive an aggregate of between 2,900,000 ordinary Shares of ArelNet up to Arel's total holding of 4,824,000 ordinary shares of ArelNet. Prior to the consummation of the Spin-off, Arel will determine the final number of shares of ArelNet to be distributed to shareholders of Arel on the basis of the tax consequences relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the spin-off. Arel estimates that the distribution ratio will range between approximately 3:1 to 2:1 Arel shares to ArelNet shares.

Consummation of the Spin-off continues to be subject to the following conditions: (i) receipt of an order issued by the District Court of Tel-Aviv-Jaffa in Israel approving the reduction of capital relating to the Spin-off in accordance with the Israeli Companies The top 10 Israeli companies by sales are[1]:
  1. Teva Pharmaceutical Industries, Ltd., $4.8 billion
  2. Oil Refineries Ltd (BAZAN), $4.4 billion
  3. Israel Electric Corporation, $3.4 billion
  4. Israel Chemicals, $2.
 Law; (ii) receipt of a permit issued by the Israel Securities Authority The Israel Securities Authority (ISA) is Israel's securities regulator. Its Chairman since 2002 is Moshe Tery. Establishment
The ISA was established pursuant to the Securities Law, 5728-1968.
 declaring the effectiveness of the registration of the ordinary shares of ArelNet under the Israel Securities Law, 1967; (iii) approval of the Tel Aviv Stock Exchange Tel Aviv Stock Exchange

Israel's only stock exchange.
 to list the ordinary shares of ArelNet on the TASE TASE Tel Aviv Stock Exchange
TASE The All Seeing Eye
TASE Tactical Air Support Element
TASE Thrust Assessment Support Environment
TASE Telecontrol Application Service Elements (IEC communications protocol) 
; (iv) consummation of an underwritten initial public offering of ArelNet with gross proceeds to ArelNet of no less than $4,000,000 at a price per share of no less than $4.00 per share; and (v) all necessary consents of third parties having been obtained.

About ArelNet

ArelNet Ltd. is a leading provider of IP telephony solutions to carriers, next generation telecommunications companies, Internet service providers Internet service provider (ISP)

Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password.
 and value-added telecommunications service providers. The company's i-Tone product line offers real-time communications as well as enhanced fax and voice value-added services using a single platform. New services are being added continuously to ensure that i-Tone customers maintain a leading edge in the IP market.

ArelNet Ltd. is owned by Arel Communications and Software Ltd. (NASDAQ: ARLCF), Nortel Networks (NYSE NYSE

See: New York Stock Exchange
: NT), Elron (NASDAQ: ELRNF) and Keppel Telecommunications & Transportation. About Arel Communications and Software

Arel Communications and Software, Ltd., Yavne, Israel, and its Atlanta-based U.S. subsidiary, Arel Communications and Software, Inc., market the IDEAL family of interactive distance learning products including its new PC-based Spotlight application. The Company's ArelNet Ltd. subsidiary designs, develops, produces and markets value-added communication and IP telephony products for telephone carriers, Internet Service Providers (ISPs) and other network operators worldwide.

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. The words "estimate," "project," "intend," "expect," "believe," "hopeful" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, inability to maintain market acceptance to the Company's products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for the Company's products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key partners, inability to attract and retain qualified personnel, inability to protect the Company's proprietary technology and risks associated with the Company's international operations and its location in Israel. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's reports filed from time to time with the Securities and Exchange Commission.

This release, and prior releases, are available on the KCSA KCSA Krannert Center Student Association
KCSA Kentucky Crushed Stone Association (Frankfort, KY)
KCSA Kyiv City State Administration
KCSA Kalamazoo Christian School Association
KCSA Kentucky-Canadian Studies Association
 Public Relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most  Worlwide website at www.kcsa.com.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Geographic Code:7ISRA
Date:May 18, 2000
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