012 Smile.Communications to Acquire a Controlling Interest in Bezeq The Israel Telecommunication Corp., Israel's Largest Telecom
25 Outubro 2009 - 9:08AM
PR Newswire (US)
PETACH TIKVA, Israel, Oct. 25 /PRNewswire-FirstCall/ -- 012
Smile.Communications Ltd. (Nasdaq Global Market and TASE: SMLC), an
Israeli telecommunications service provider, today announced that
it has entered into a definitive share purchase agreement under
which it will acquire a controlling interest of approximately 30.6%
in Bezeq The Israel Telecommunication Corp., Israel's largest
telecommunications provider (TASE: BZEQ) from Ap.Sb.Ar. Holdings
Ltd. (the Apax Partners-Saban Capital Group Inc.-Arkin consortium),
in a cash transaction currently valued at approximately NIS 6.5
billion, or NIS 8.00 per share, representing a 7.0% discount on the
shares of Bezeq based on Bezeq's closing share price prior to the
announcement (as of October 22, 2009). 012 Smile will be entitled
to receive all dividends payable by Bezeq to Ap.Sb.Ar. prior to
closing. The transaction, which was approved by the Board of
Directors of 012 Smile, is subject to the receipt of necessary
regulatory approvals, including approvals from the Israeli Ministry
of Communications, the Israeli Antitrust Commissioner and from the
Prime Minister and the Minister of Communications of the State of
Israel. Stella Handler, Chief Executive Officer of 012 Smile, said:
"This transaction is in line with our strategy to become, through
selective investments, the leading integrated player in Israel's
telecom marketplace. Given its unique competitive positioning and
strong cash flow generation, Bezeq represents an attractive
investment for 012 Smile." As the largest telecom operator in
Israel, Bezeq provides wired and wireless telephone and other
communications services to consumer and business subscribers
throughout Israel. Bezeq, which has over 2.5 million access lines
and about 1 million broadband ASL lines, also provides mobile
services through its cellular phone subsidiary, Pelephone
Communications, to approximately 2,700,000 accounts. Bezeq serves
approximately 560,000 satellite television viewers with its YES
brand through its DBS Satellite subsidiary. Additionally, Bezeq
International is an ISP and data service provider and an
international long distance service provider in Israel. The
transaction will be financed through a combination of cash, debt
and stock. 012 Smile has agreed to sell its current
telecommunications assets in order to obtain anti-trust approval,
which proceeds will also be used to finance the transaction. 012
Smile will announce the composition of its financing package in the
near future. The company expects that the transaction will close in
approximately six months, subject to receipt of all requisite
regulatory approvals. J.P. Morgan plc acted as exclusive financial
adviser and Fischer Behar Chen Well Orion & Co. as legal
adviser to 012 Smile in connection with the transaction. About 012
Smile.Communications 012 Smile.Communications is a growth-oriented
communication services provider in Israel with a leading market
position, offering a wide range of broadband and traditional voice
services. Its broadband services include broadband Internet access
with a suite of value-added services, specialized data services and
server hosting, as well as new innovative services such as local
telephony via voice over broadband and a WiFi network of hotspots
across Israel. Traditional voice services include outgoing and
incoming international telephony, hubbing, roaming and signaling
and calling card services. 012 Smile.Communications services
residential and business customers, as well as Israeli cellular
operators and international communication services providers
through its integrated multipurpose network, which allows it to
provide services to almost all of the homes and businesses in
Israel. 012 Smile is a 75.3 % owned subsidiary of Internet Gold -
Golden Lines Ltd. (NASDAQ:IGLD) one of Israel's leading
communications groups with a major presence across all
Internet-related sectors. In addition to 012 Smile, its 100% owned
Smile.Media subsidiary manages a growing portfolio of Internet
portals and e-Commerce sites. Internet Gold and 012 Smile are part
of the Eurocom Communications Group. 012 Smile's shares trade on
the Nasdaq Global Market and on the Tel Aviv Stock Exchange. For
additional information about 012 Smile.Communications Ltd., please
visit the Company's investors' site at http://www.012.net/.
Forward-Looking Statements This press release contains
forward-looking statements that are subject to risks and
uncertainties. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are
not limited to, general business conditions in the industry,
changes in the regulatory and legal compliance environments, the
failure to manage growth and other risks detailed from time to time
in 012 Smile.Communications' filings with the Securities Exchange
Commission. These documents contain and identify other important
factors that could cause actual results to differ materially from
those contained in our projections or forward-looking statements.
Stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which they are made. We undertake no obligation to
update publicly or revise any forward-looking statement. For
further information, please contact: Idit Azulay 012
Smile.Communications Ltd. +972-72-2003848 DATASOURCE: 012
Smile.Communications Ltd. CONTACT: Idit Azulay of 012
Smile.Communications Ltd., +972-72-2003848, or Web Site:
http://www.012.net/
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