Elbit Imaging Ltd. (TASE:EMITF)
(NASDAQ:EMITF) ("
Elbit" or the
"
Company") announced today that it was
informed by Elbit Medical Ltd., ("
EM") and
InSightec Ltd. ("
InSightec"), on the following
matters:
1. EM announced today, that it was informed by InSightec Ltd.
("InSightec"), its associated company (29.6% on a
fully diluted basis), that Dr. Kobi Vortman will terminate his
position as the CEO of InSightec, and will become Vice Chairman of
the Board, effective as of January 1, 2016, and Dr. Maurice Ferre
will become CEO of InSightec effective as of the same date (in
addition to serving as chairman of the Board).
2. In addition, InSightec and some existing and new
shareholders of InSightec (the "Shareholders")
signed and executed an amendment to certain
Series D Preferred Share Purchase Agreement, dated June 26, 2014,
as amended from time to time, ("Amendment to the Share
Purchase Agreement" and the "Original
Share purchase agreement", respectively), in
the framework of which InSightec has completed investment of
$22 million at a price of $1.94 per share, in consideration for
approximately 7.3% of InSightec's outstanding share capital, on a
fully diluted basis ("The
Investment"). The terms and conditions of
the Investment are the same as in the Original Share Purchase
Agreement, based on the same pre-money valuation and subject
to the below adjustments:
Under the terms of the Share Purchase Agreement, in the event
that InSightec’s aggregate revenues for the years 2014 - 2015 are
less than $60 million, the price per Preferred D share will be
reduced by the lower of (i) the difference (in percentage) between
the actual revenues and $60 million and (ii) 8%, and accordingly
additional shares will be issued to all holders of Series D Shares
(the "Additional Issuance").
3. In addition, General Electric company, Healthcare Division
("GE") of the first part, and the Shareholders of
the second part have signed and executed an agreement for the sale
of 20 million Preferred B and Preferred C Shares held by GE, which
constitutes approximately 13% of InSightec's issued and outstanding
share capital (on a fully diluted basis after the closing of the
Amendment Share Purchase Agreement), at a price of $1.25 per share
("Sale Transaction"). Furthermore, GE granted to
the Shareholders an option to purchase 7.5 million additional
Preferred B and B1 Shares from GE, representing approximately
4.8% of InSightec's issued and outstanding share capital (on a
fully diluted basis after the closing of the Amendment Share
Purchase Agreement) for the same price (collectively: the
"Sold Shares"). The option is exercisable
within one to two years following the closing date of the
transaction, subject to the conditions stipulated in the
agreement.
4. As part of the Amendment Share Purchase Agreement and the
Sale Transaction, EM waived its first refusal right to purchase its
part in the Sold Shares and its right to participate in the
Investment.
5. As part of the Amendment Share Purchase Agreement and the
Sale Transaction, InSightec's articles of association and GE
Technology, Co-Operation and Distribution Agreement of October 17,
2012 between InSightec and GE, as amended (the "Cooperation
Agreement"), were amended. The aforementioned amendments
were approved by the meeting of the shareholders of InSightec on
December 28, 2015.
The principal amendments to the articles of association of
InSightec were: revocation of certain rights granted to GE in
InSightec's articles of association, including the right to appoint
2 directors, so that GE shall have the right to appoint only 1
director; one of the new Shareholders shall have the right to
appoint 1 director; amending the Co-Sale right of a shareholder
when a major shareholder sells its shares.
The principal amendments to the Cooperation Agreement were:
InSightec will be appointed as a non-exclusive distributor for
GEHC's MR Scanners in order for InSightec to sell the scanners as
an Integrated Therapy Platform (ITP) together with InSightec's
products; revocation of the right granted to GE to get royalties'
payments from InSightec and extension of the term of
the Cooperation Agreement to 5 years from the date hereof.
6. Following the closing of the Amendment Share Purchase
Agreement, EM holds approximately 32.5% of InSightec's issued and
outstanding share capital (27.5% on a fully diluted basis). Upon
completion of the Additional Issuance, EM shall hold approximately
31.6% of InSightec issued and outstanding share capital (26.9% on a
fully diluted basis).
The Company holds approximately 86.2% of the
share capital of Elbit Medical Technologies Ltd. (TASE:EMTC-M) (on
a fully diluted basis).
About Elbit Imaging Ltd.
1.1. 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
Elbit Imaging (CE) (USOTC:EMITF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Elbit Imaging (CE) (USOTC:EMITF)
Historical Stock Chart
From Apr 2023 to Apr 2024