Elbit and Elron Announce Agreement On an Exchange Ratio of One Elbit Share for 0.45 Elron Share in the Proposed Merger Between the Companies.Business Editors SHEFAYIM Shefayim (Hebrew: שפיים "hilltops", taken from Isaiah 41:18) is a Kibbutz, founded in 1927, in central Israel, located 17 km north of Tel Aviv along the Mediterranean Sea coast. It is within the jurisdiction of the Hof HaSharon Regional Council. , Israel--(BUSINESS WIRE)--Sept. 4, 2001 Elbit Ltd. (the "Company") (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 : ELBT) announces that further to its announcement of July 15, 2001, the Company and Elron Electronic Industries Ltd. ("Elron"), the holder of 44.1% of the Company's shares, have agreed on an exchange ratio of 0.45 ordinary shares of Elron, for each ordinary share of the Company, in the proposed merger of the Company with Elron. The exchange ratio was negotiated by the companies in consultation with their respective financial advisors (Morgan Stanley  To comply with Wikipedia's , the introduction of this article needs a complete rewrite. on behalf of the Company), and was approved by the Audit Committee and the Board of Directors of the Company, upon the recommendation of the Company's Merger Committee. In making its recommendation, the Merger Committee considered a preliminary opinion of the Company's financial advisors, Morgan Stanley, that the exchange ratio is fair from a financial point of view. The parties will continue to negotiate the terms of the merger which will be set forth in a definitive merger agreement. The merger agreement is expected to contain customary representations, warranties and conditions to closing which will include, among others, the completion of a due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. process and the receipt of the final fairness opinion Fairness OpinionA report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. from the companies' respective financial advisors regarding the exchange ratio. The merger will be subject to the approvals of the shareholders and creditors of the companies 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 sections 350 and 351 to the Companies Law and to any other approval required by law. There is no assurance that Elron and the Company will reach agreement on the other terms of the merger or that, if agreed, the merger will be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. in a timely manner. Forward looking statements in this release with respect to the Company's business, financial condition and results of operations 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 filing. |
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