Elbit Medical Imaging Ltd. - EMI - Announces Closing of the Transaction for the Sale by Elron Electronics Industries Ltd. of its Holdings in EMI to Europe Israel Ltd.HAIFA, Israel--(BW HealthWire)--May 4, 1999-- The following is an announcement from Elbit Medical Imaging: We have been notified by Elron Electronics Industries Ltd. and Europe Israel Ltd. that today, May 4, 1999, the Closing Date of the Agreement signed on February 25, 1999 has eventuated. The transaction whereby Elron Electronics Industries Ltd. sold all its holdings in Elbit Medical Imaging Ltd. (EMI (ElectroMagnetic Interference) An electrical disturbance in a system due to natural phenomena, low-frequency waves from electromechanical devices or high-frequency waves (RFI) from chips and other electronic devices. Allowable limits are governed by the FCC. ) to Europe Israel Ltd. - 8,575,448 ordinary shares par value 1 NIS Niš or Nish (both: nēsh), city (1991 pop. 175,391), SE Serbia, on the Nišava River. An important railway and industrial center, it has industries that manufacture textiles, electronics, spirits, and locomotives. each, which constitute 36.5% of outstanding share capital of the Company on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis, for a sum of approximately 127.8 million dollars was completed. Europe Israel Ltd. has thus become the holding company in EMI., taking into consideration additional shares Europe Israel purchased on May 3, 1999, amounting to 37.3% of the outstanding share capital of the Company on a fully diluted basis. In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with its report dated March 1st 1999, it is hereby noted that Control Centers Ltd., the controlling shareholder in Europe Israel Ltd., has purchased 2,221,151 shares of EMI which constitute 9.5% of the outstanding share capital of the EMI on a fully diluted basis. Notice is hereby given that on May 4, 1999 the following directors were appointed to the company: Mordechay Zisser, Bracha Zisser, Shalom sha·lom interj. Used as a traditional Jewish greeting or farewell. [Hebrew  Zinger zing·er n. Informal 1. A witty, often caustic remark. 2. A sudden shock, revelation, or turn of events. Noun 1. , Joshua Forrer, Rachel Lavine and Shimon Itzchaki. It was further announced that the following directors have resigned from their office: Mr. Uzia Galil, Dr. Micha Angel, Dr.Jacob Vortman, Prof. Joseph Raviv, Dr. Yoram Turbovitz and Professor Rafi Bihar (independent director). To the best of our knowledge, the resignation of these directors is in connection with the completion of the sale of Elron Electronics Industries Ltd.'s shares to Europe Israel Ltd. Furthermore, Professor Bihar mentioned that his resignation as a Director is due to the sale of the control of the Company to a new controlling shareholder which Prof. Bihar presumes intends to direct EMI in a different field of operation, in which Prof. Bihar is not proficient pro·fi·cient adj. Having or marked by an advanced degree of competence, as in an art, vocation, profession, or branch of learning. n. An expert; an adept. . Notice is hereby given that on May 4th, 1999, Mr. Emmanuel Gill gill, in weights and measures gill, in weights and measures: see English units of measurement. ceased to act as Chairman of the Board of Directors of the Company and as Chief Executive Officer (but not in his office as a Director of the Company), and Mr. Mordechay Zisser has been appointed in his place. To the best of our knowledge, Mr. Emmanuel Gill's resignation is in connection with the completion of the sale of Elron Electronics Industries Ltd.'s shares of EMI to Europe Israel Ltd. Europe Israel Ltd. stated in its Press Release today, that further to notices regarding the replacement of directors in the companies (Elbit Medical Imaging Ltd. and Elscint), the activity of the committees of Independent Directors of Elbit Medical Imaging and Elscint regarding the communication in connection with EMI's intent to examine the possibility of a tender offer by EMI for Elscint's shares, shall continue. It is noted that so far no such tender offer has crystallized crys·tal·lize also crys·tal·ize v. crys·tal·lized also crys·tal·ized, crys·tal·liz·ing also crys·tal·iz·ing, crys·tal·liz·es also crys·tal·iz·es v.tr. 1. . Mr. Mordechay Zisser, the newly appointed Chairman of the Board of Elbit Medical Imaging Ltd., has stated that Europe Israel Ltd., Elbit Medical Imaging Ltd. and Elscint Ltd. will jointly become one of the largest investment groups in Israel. The Group's various well-integrated high-tech investments will be further expanded with a view to strengthening its standing in the industry. In addition, it is planned that the group will rapidly become a leading developer of shopping and entertainment centers in Central Europe Central Europe is the region lying between the variously and vaguely defined areas of Eastern and Western Europe. In addition, Northern, Southern and Southeastern Europe may variously delimit or overlap into Central Europe. , as well as in hotel ownership and management. Sincerely, Oded Tamir Vice President Finance and CFO See Chief Financial Officer. Forward looking statements with respect to the Company's business, financial condition and results of operations in this release, are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward looking statements, including, but not limited to, product demand, pricing, market acceptance, changing economic conditions, risks in product and technology development, the effect of the Company's accounting policies as well as certain other risk factors which are detailed from time to time in the Company's SEC filings. |
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