TEL AVIV, Israel, October 18, 2015 /PRNewswire/ --
Elbit Imaging Ltd. ("EI" or the
"Company") (TASE, NASDAQ: EMITF)
Further to the Company's announcements dated September 25, September
29 and October 12, 2015,
regarding the filing of a Motion for approval of a derivative claim
against the Company and its directors (the "Motion" and the
"Derivative claim," respectively) and regarding the hearing with
respect to the interim injunction for temporary remedies (the
"Hearing") and following the Hearing which was held today,
the parties to the Motion have accepted the Court's suggestion that
the Annual General Meeting will be held tomorrow as scheduled and
that the following information will be announced by the
Company:
1. The Derivative claim request the following remedies from the
court:
- To determine that the Company's board decision dated
September 3rd, 2015 to
"Opt Out" from the NASDAQ rule, which requires a Nomination
Committee decision or recommendation prior to the election of
directors to the board by the General Meeting and to send
notification of this to the NASDAQ is not valid. Therefore, to
determine that the Company's board decision that the Annual General
Meeting will vote with respect to the re-election of the Company's
current board members without the Nomination Committee's
recommendation is not valid, and that all above board decisions are
void or voidable and must be rescinded.
- To instruct the Company to act upon the Nomination Committee's
decision dated August 30, 2015 to
hold an external examination with respect to claims raised by Mr.
Shlomi Kelsi (the "Applicant") in his letter dated
August 22, 2015 (and any further
claims the Applicant raised later), and to postpone the General
Meeting decision with respect to the re-appointment of the
Company's current board members, until such external examination
will be completed.
- To determine that the Company's directors (except for three
directors, including the Applicant), have breached their fiduciary
duties and duty of care as a result of resolutions with respect to
the "Opt Out" decision.
The Company denies the claims and the remedies.
2. The Company has establish an external examination committee
to examine the claims raised by the Applicant. The external
examination committee is expected to give its recommendations
within 60 days.
3. The shareholders of the Company may attend the Annual General
Meeting or vote or re-vote their shares, by proxy card, until 4
hours prior to the Annual General Meeting of the Company, dated
19.10.2015 at 11:00 AM Israel Local time.
4. The interim injunction for temporary remedies to postpone the
general meeting of the Company from discussing and voting on the
size of the Company's board of directors and from electing the
Company's board of directors, and to instruct the Company to
withdraw its request to convene a general meeting in Plaza or to
instruct the Company to vote against any change in Plaza's board of
directors in such general meeting, has been dismissed and the
Company's Annual General Meeting will be held as scheduled.
About Elbit Imaging Ltd.
Elbit Imaging Ltd. operates in the following principal fields of
business: (i) Commercial centers - initiation, construction, and
sale of commercial centers and other mixed-use property projects,
predominantly in the retail sector, located in Central and
Eastern Europe. In certain
circumstances and depending on market conditions, the Group
operates and manages commercial centers prior to their sale. (ii)
Hotels - hotels operation and management. (iii) Medical industries
and devices - (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. (iv) Residential
projects - initiation, construction and sale of residential units
or plots designated for residential located primarily in
India.
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:
Company Contact
Ron Hadassi
Chairman of the Board of Directors
Tel: +972-3-608-6048
Fax: +972-3-608-6050
ron@elbitimaging.com
SOURCE Elbit Imaging Ltd.