Elron Announces Changes Regarding Annual General Meeting on September 24, 2009 Due to Announcement by NetVision.
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 :ELRN) (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) :ELRN) today announced that further to Elron's previous announcement on August 26, 2009, regarding its Annual General Meeting ("AGM AGM annual general meeting
AGM n abbr (= annual general meeting) → AG f
AGM n abbr (= annual general meeting) → JHV f ") of shareholders in which shareholders will be asked, among others, to approve the sale of the Company's holding in NetVision Ltd. ("NetVision") to Discount Investment Corporation Ltd. ("DIC DIC diffuse intravascular coagulation; disseminated intravascular coagulation.
disseminated intravascular coagulation
Disseminated intravascular coagulation (DIC) ") and Clal Industries and Investments Ltd. ("Clal"), NetVision today announced that it is in very preliminary stages of examining possibilities of a business combination with Cellcom Israel Ltd. ("Cellcom"), which may involve a corporate change relating to NetVision. Cellcom is an affiliate of DIC, Elron's principal shareholder, which currently holds approximately 49% of Elron. DIC and Clal are both majority-owned subsidiaries of IDB (ITS Data Bus) An interface between devices in an automobile endorsed by the Society of Automotive Engineers (SAE). Designed to fulfill the goal of Intelligent Transportation Systems (ITS), the ITS Data Bus enables engine diagnostic equipment, GPS navigation systems, Development Ltd., and currently hold approximately 31% and 24% of NetVision.
In its announcement, NetVision indicated that current regulation does not allow such combination, which may be effected only if relevant legislation is changed. NetVision further indicated that at this very preliminary stage of examination and given the regulatory limitations, there is no certainty such potential combination may be effected or as to its advisability, timing, structure and terms (if at all). Any such combination will be subject, among others, to the requisite regulatory and corporate approvals.
As a result of NetVision's abovementioned a·bove·men·tioned
The one or ones mentioned previously. announcement, Elron today announced that regarding Elron's AGM scheduled for tomorrow, September 24, 2009, it is postponing the discussion and voting on the sale transaction only (Item 2 of the 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. published by Elron on August 26, 2009) to a Shareholders Meeting which shall take place on October 29, 2009, 10:30 AM, Israel time, at the Company's offices at 3 Azrieli Center, the Triangular Tower, 42nd Floor, Tel Aviv, Israel. Shareholders of record at the close of business on September 29, 2009, are entitled to notice of, and to vote at, the said Shareholders Meeting. On or about October 1, 2009, the Company expects to file with the U.S Securities and Exchange Commission and 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. proxy materials Proxy Materials
Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other in connection with the sale transaction. The proxy materials will be made available at no charge on the U.S. Securities and Exchange Commission's website at http://www.sec.gov and on the Israel Securities Authority's website at http://www.magna.isa.gov.il. On or about October 2, 2009, the Company expects to mail the proxy materials to its shareholders of record as of September 29, 2009.
Elron intends to approach the independent appraiser A person selected or appointed by a competent authority or an interested party to evaluate the financial worth of property.
Appraisers are frequently appointed in probate and condemnation proceedings and are also used by banks and real estate concerns to determine the market , Kesselman Finance PricewaterhouseCoopers Ltd. (which provided a valuation of NetVision), and the independent expert, Deloitte Economic Consulting Services (1986) Ltd. (which provided an opinion as to the fairness to Elron's public shareholders of the transaction price), in order to obtain their opinions regarding the effect, if any, of the abovementioned development as announced today by NetVision, on NetVision's valuation.
The Company's AGM convened for tomorrow, September 24, 2009, will take place as planned, regarding items 1, 3, 4 and 5 only as set forth in the Proxy Statement dated August 26, 2009.
Elron Electronic Industries Ltd. (NASDAQ:ELRN) (TASE:ELRN), a member of the IDB Holding group, is a high-technology holding company traded in the Nasdaq and in the Tel-Aviv Stock Exchange. Elron's group companies currently comprise a diverse range of publicly-traded and privately held companies privately held company
A firm whose shares are held within a relatively small circle of owners and are not traded publicly. primarily in the fields of medical devices, information & communications technology, clean technology and semiconductors. Included in our group companies are well established companies which are leaders in their fields, such as Given Imaging and 013 NetVision, together with innovative start-up s who possess growth potential in Israel and the rest of the world. For further information, please visit www.elron.com.