Elbit Systems Announces Extraordinary Shareholders Meeting to be Held on El-Op Merger.Business Editors & Military Writers HAIFA Haifa (hī`fä), city (1994 pop. 246,700), NW Israel, a port on the Mediterranean Sea, at the foot of Mt. Carmel. Haifa is the chief city of N Israel and the country's principal oil refining center. , Israel--(BUSINESS WIRE)--Jan. 10, 2000 Elbit Systems Elbit Systems Ltd. NASDAQ: ESLT is one of Israel's largest defense electronics manufacturers and integrators. Established in 1967, and based in Haifa, Israel, Elbit has over 8,000 employees. 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 :ESLTF) ("the Company") announced today that an Extraordinary General Meeting will be held on Wednesday Wednesday: see week. , March 1, 2000, at 3:00 p.m., local time, at the offices of the Company, located in the Advanced Technology Center in Haifa, Israel Israel, in the Bible Israel (ĭz`rēəl, ĭz`rāəl) [as understood by Hebrews,=he strives with God], according to the book of Genesis, name given to Jacob as eponymous ancestor of the Hebrews, the chosen people of God. . The purpose of the meeting is to consider and vote upon, among other things, the Merger Agreement with El-Op Electro-Optics See electro-optic. Industries Ltd. ("El-Op"), the signing of which was announced by the Company on December December: see month. 20, 1999. In connection with the meeting, U.S. shareholders of the Company will be provided with a 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. containing, among other items, a description of the transactions contemplated under the Merger Agreement, a description of El-Op, and financial statements. El-Op is a leading company in the field of advanced electro-optical products for military and civilian purposes. El-Op's business areas include development and production of thermal imaging products, laser products, optical systems for space applications, airborne airborne /air·borne/ (ar´born) suspended in, transported by, or spread by air. airborne, adj carried through the air. In health care settings, viruses or bacteria may become airborne, e.g. reconnaissance  This article or section needs copy editing for grammar, style, cohesion, tone and/or spelling.You can assist by [ editing it] now. systems, optical communications Optical communications The transmission of speech, data, video, and other information by means of the visible and the infrared portion of the electromagnetic spectrum. systems, fire control systems for combat vehicles and security systems and products. For fiscal 1999, El-Op's revenues are expected to be between $280 million and $300 million, with sales divided in the following geographic regions: Israel - 23%, United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. - 31%, and other parts of the world - 46%. El-Op's profits for fiscal 1999 are estimated to be approximately $14.3 million before deducting management fees of approximately $3.4 million. El-Op has a backlog Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. of orders exceeding $500 million. Attached hereto here·to adv. To this document, matter, or proposition. hereto Adverb Formal or law to this place, matter, or document Adv. 1. is summary financial information, including summary pro-forma financial information relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Company and El-Op. About Elbit Systems Ltd. Elbit Systems is engaged in a wide range of defense-related airborne, ground and command, control and communications programs Software that manages the transmission of data between computers, typically via modem and the serial port. Such programs were very popular for connecting to BBSs before the Internet took off. throughout the world. It focuses on upgrading of existing military platforms and developing new technologies for defense applications. Important Notice This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. based on our current expectations, assumptions, estimates and projections about the Company, El-Op and the defense industry in general. The Company's actual results and those of El-Op could differ materially from those anticipated in these forward-looking statements as a result of many factors involving risks and uncertainties, some of which are not within the Company's control. We undertake no obligation to update in this release or elsewhere any forward-looking statements contained herein after the date of this release.
SUMMARY FINANCIAL INFORMATION
1. Summary Historical Data
The following summary historical data has been derived from the
Company's and El-Op's consolidated financial statements which have
been prepared in accordance with U.S. GAAP.
A. Elbit Systems (ESL) Historical Data
----------------------------------------------------------------------
Year ended Nine months ended
December 31 September 30
1996 1997 1998 1998 1999
(in millions of US dollars, except per share data)
Revenues 307.5 372.3 414.7 304.6 320.6
Operating income 23.1 31.2 38.2 28.2 29.6
Net income 18.0 22.2 27.8 20.0 22.2
Diluted net income
per share 0.82 0.92 1.04 0.75 0.84
B. El-Op Historical Data
Year ended Nine months ended
December 31 September 30
1996 1997 1998 1998 1999
(in millions of US dollars)
Revenues 244.8 271.9 278.5 183.0 170.4
Operating income (1) 11.9 12.9 13.8 4.3 5.6
Net income 6.5 5.3 6.6 0.7 1.2
(2) Including management
fee expenses 2.6 2.9 3.0 2.0 2.2
2. Summary Unaudited Pro-Forma Consolidated Financial Data
A. The following tables present unaudited consolidated
financial information after giving effect to the
acquisition under the purchase method of accounting
as if the acquisition had been consummated before
the beginning of the periods presented. The
following data is presented for illustrative
purposes only and is not necessarily indicative of
the operating results or financial position that
would have occurred or that will occur after
consummation of the acquisition.
B. Pro-Forma Consolidated Statements of Operation
Year ended Nine months ended
December 31 September 30
1998 1998 1999
(in millions of US dollars, except per share data)
Revenues 686.8 484.4 482.6
Operating income (1) 46.4 28.3 32.5
Net income 30.0 17.2 20.5
Diluted net income per share 0.77 0.44 0.53
(2) Including amortization of
goodwill 6.0 4.5 4.5
Note: Net income per share before amortization of goodwill is $0.92,
$0.55, and $0.65 for the year ended December 31, 1999 and the nine
months ended September 30, 1998 and September 30, 1999, respectively.
C. Historical and Pro-Forma Consolidated Balance sheet
as of September 30, 1999
ESL Historical EL-OP Historical Proforma
Consolidated
(after
adjustments)
(in millions US dollars)
Current assets 219.6 122.4 331.5
Investments and long-term
receivables 142.3 10.6 162.7
Fixed assets, net 52.5 55.4 128.9
Other assets, net 2.5 3.8 66.3
416.9 192.2 689.4
Current liabilities 186.6 114.9 298.3
Long-term Liabilities 52.6 26.4 82.4
Minority interest 1.8 - 1.8
Shareholder's Equity 175.9 50.9 306.9
416.9 192.2 689.4
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