OPTROTECH AGREES TO MERGE WITH ORBOT
OPTROTECH AGREES TO MERGE WITH ORBOT NES ZIONA, Israel, Aug. 17 /PRNewswire/ -- Optrotech Ltd.
(NASDAQ-NMS: OPTKF) announced today that the company, its principal shareholders (Elron Electronic Industries Ltd. (NASDAQ-NMS: ELRNF) and Claridge Israel Inc.), Orbot Systems Ltd. and the principal shareholders of Orbot have agreed to the merger of Optrotech and Orbot. Orbot is a privately held Israeli company which is in the business of the application of machine vision for factory automation.
The merger will be effected by the issuance of a sufficient number of new ordinary shares of Optrotech to the Orbot shareholders in exchange for all of the outstanding Orbot shares so that the existing Orbot shareholders will own 50 percent of the outstanding share capital of Optrotech immediately following the transaction. The share exchange is expected to be followed by a statutory merger under Israeli law. Prior to the merger, Orbot will transfer to its shareholders all the outstanding shares of its subsidiary, Orbot Instruments Ltd., a company engaged in the semi-conductor industry. Prior to the closing of the transaction, Optrotech will distribute to its shareholders of record at a date prior to the closing, a cash dividend of approximately $6 million (approximately $1 per share). Optrotech has agreed to redeem from Claridge Israel and its affiliates the $10 million outstanding balance of the company's 4 percent convertible capital notes, with 50 percent being payable 90 days following the closing of the Orbot transaction and the balance payable in two equal yearly amounts. The principal shareholders of Optrotech and Orbot will enter into a shareholders agreement pursuant to which, following the closing of the transaction, the board of directors of Optrotech will consist of ten members, five of whom will be nominated by the existing principal shareholders of each of Optrotech and Orbot. Shlomo Barak and Yehuda Bronicki will serve as the initial co-chairmen of the board, and Zvi Lapidot and Yochai Richter, who are presently the joint managing directors of Orbot, will be appointed as the joint chief executive officers of the merged company. The closing of the transaction is subject to certain conditions, including the approval by the shareholders of Optrotech and the receipt by Optrotech of an opinion from an investment banking firm that the merger is fair from a financial point of view to the public shareholders of Optrotech. Optrotech Ltd. is a major supplier of inspection equipment, CAD/CAM products and laser plotters. -0- 8/17/92 /CONTACT: Richard Gilden or Hildy Shandell of Optrotech, 212-318-3000/ (OPTKF ELRNF) CO: Optrotech Ltd.; Orbot Systems Ltd. ST: IN: SU: TNM
TS-OS -- NY038 -- 0490 08/17/92 12:01 EDT
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|Date:||Aug 17, 1992|
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