UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of June, 2015
 
Commission File Number 000-28996

ELBIT IMAGING LTD.
  (Translation of Registrant’s Name into English)
 
5 KINNERET STREET, BNEI BRAK, ISRAEL
  (Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F x    Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
 
 
 

EXHIBIT 99.1 OF THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO ELBIT IMAGING LTD.’S REGISTRATION STATEMENTS ON FORM F-3 (REGISTRATION STATEMENTS NOS. 333-194519 AND 333-172122) AND REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENTS NOS. 333-117509, 333-130852, 333-136684 AND 333-152820), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
 
CONTENTS
 
This Report on Form 6-K of Elbit consists of the following document, which is attached hereto and incorporated by reference herein:
 
99.1.
Press Release: Elbit Imaging Ltd. announces TERMINATION OF OPTION TO PURCHASE GAMIDA CELL LTD.
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
ELBIT IMAGING LTD.
(Registrant)
  
       
Date: June 3, 2015
By:
/s/ Ron Hadassi  
   
Ron Hadassi
  
   
Chairman of the Board of Directors
  
 
 
2
 
EXHIBIT INDEX
 
EXHIBIT NO.
  
DESCRIPTION
     
99.1.
   Press Release: Elbit Imaging Ltd. announces TERMINATION OF OPTION TO PURCHASE GAMIDA CELL LTD.
 
3


EXHIBIT 99.1
 
 
ELBIT IMAGING ANNOUNCES TERMINATION OF OPTION TO PURCHASE
 GAMIDA CELL LTD.

Tel Aviv, Israel, June 3, 2015, Elbit Imaging Ltd. (“EI” or the “Company”) (TASE, NASDAQ: EMITF) announced today, following its announcement dated September 2, 2014, that Elbit Medical Technologies Ltd. (“Elbit Medical”) (TASE: EMTC-M), a subsidiary of the Company in which the Company holds approximately 83% of the voting power, has announced today that Gamida Cell Ltd. (“Gamida Cell”), in which Elbit Medical holds approximately 26% of the voting power, has notified Elbit Medical that with respect to the engagement of Gamida Cell and its shareholders in option and investment agreements with Novartis Pharma AG ("Novartis"), which include an option granted to Novartis to purchase from the other shareholders of Gamida Cell (including Elbit Medical) all of their holdings therein (the "Option"), as follows:

1.  
In discussions held between the Novartis representative and the CEO of Gamida Cell, the Novartis representative notified Gamida Cell that, although Gamida Cell has successfully met all of the determined milestones, Novartis does not intend to exercise the Option. At the same time, it was further stated that Novartis was interested in continuing to collaborate with Gamida Cell in the development of its products, and will soon explore suitable alternatives with Gamida Cell.

2.  
Gamida Cell is examining the implications of the notice.

In accordance with Loan Agreements between the Company and Elbit Medical (as amended on March 29, 2015), in the event that Novartis were to exercise the Option, the proceeds to Elbit Medical from such transaction were to be used in 2016 for the prepayment of shareholder loans of the Company extended to Elbit Medical, in a total amount of approximately 142 million, subject to certain conditions set forth in such Loan Agreements.

About Elbit Imaging Ltd.
 
Elbit Imaging Ltd. operates in the following principal fields of business: (i) Commercial and Entertainment Centers - Initiation, construction and sale of shopping and entertainment centers and other mixed-use real property projects, predominantly in the retail sector, located in Central and Eastern Europe and in India, primarily through its subsidiary Plaza Centers N.V. In certain circumstances and depending on market conditions, we operate and manage commercial and entertainment centers prior to their sale; (ii) Hotels - Hotel operation and management; (iii) Medical Industries - (a) research and development, production and marketing of magnetic resonance imaging guided focused ultrasound treatment equipment and (b) development of stem cell population expansion technologies and stem cell therapy products for transplantation and regenerative medicine; and (iv) Residential Projects - Initiation, construction and sale of residential projects and other mixed-use real property projects, predominately residential, located primarily in India.
 
Elbit Imaging Ltd.
Tel: +972-3-608-6000  Fax: +972-3-608-6054
 
 
 
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Any forward-looking statements in our releases include statements regarding the intent, belief or current expectations of Elbit Imaging Ltd. and our management about our business, financial condition, results of operations, and its relationship with its employees and the condition of our properties. Words such as “believe,” “would,” “expect,” “intend,” “estimate” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors including, without limitation, the factors set forth in our filings with the Securities and Exchange Commission including, without limitation, Item 3.D of our annual report on Form 20-F for the fiscal year ended December 31, 2014, under the caption “Risk Factors.” Any forward-looking statements contained in our releases speak only as of the date of such release, and we caution existing and prospective investors not to place undue reliance on such statements. Such forward-looking statements do not purport to be predictions of future events or circumstances, and therefore, there can be no assurance that any forward-looking statement contained our releases will prove to be accurate. We undertake no obligation to update or revise any forward-looking statements.

For Further Information:
   
Ron Hadassi
  
Chairman of the Board of Directors
  
Tel: +972-3-608-6048
  
ron@elbitimaging.com
  
 
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