Arel to Call Shareholders Meeting to Approve Spin-off of ArelNet Shares.Business Editors YAVNE, Israel--(BUSINESS WIRE)--April 11, 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 it has called for a shareholders meeting to be held on May 14, 2000 at which shareholders will be asked to consider and vote upon the spin-off by Arel of up to all of the shares held by Arel in ArelNet Limited, upon the listing of the shares of ArelNet on the Tel Aviv Stock Exchange Tel Aviv Stock Exchange Israel's only stock exchange. . As of March 31, 2000, Arel held 4,824,000 shares of ArelNet, or 53.09% of the outstanding shares of ArelNet (without taking into account options to purchase shares of ArelNet). On April 20, 2000, ArelNet filed an initial prospectus with 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. for the public offering 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) . Shareholders of record at the close of business on April 24, 2000, are entitled to vote at the shareholders meeting. On or about April 24, 2000, Arel will send to each shareholder of Arel on April 24, 2000, a comprehensive Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. detailing the proposals to be submitted to the shareholders at the Shareholders Meeting, as well as the conditions to consummation of the Spin-off and the tax implications relating to the spin-off. A form of proxy will also be sent for shareholders who are unable to attend the shareholders meeting in person. 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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