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Cellcom Israel Ltd Announces Merger Negotiation Proposal to Netvision
NETANYA, Israel, March 14, 2011/PRNewswire-FirstCall/ -- Cellcom Israel Ltd. (NYSE: CEL) (the "Company") announced
today that on March 13, 2011, the Company approached Netvision Ltd., or
Netvision, with a proposal to negotiate a merger between the Company's
subsidiary and Netvision.
The Company has previously announced that it was at the
preliminary stages of examining possibilities for a business combination with
Netvision, an Israeli International Landline Operator, or ILD, providing
Internet services, and landline domestic and international voice services.
Netvision and the Company are controlled by the IDB group. Recently, a
regulatory change was made allowing a cellular operator to hold an ILD
subject to structural separation of the long distance operation from the
cellular operation, and subject to the fulfillment of certain conditions,
even without such structural separation.
In light of this regulatory change, the Company approached
Netvision with the aforementioned proposal. The proposed merger contemplates
the purchase by the Company of all of Netvision's outstanding share capital
for cash consideration, based on its share capital's estimated value of NIS
1.5 billion, subject to customary adjustments, as a result of which Netvision
would become a wholly owned subsidiary of the Company. The merger proposal is
subject to, among other things, negotiating and finalizing terms of
definitive agreements covering the transaction, further due diligence by the
Company, independent valuation and receipt of fairness opinions in respect of
the consideration to be offered, and approval by both companies' audit
committees and boards of directors. If a definitive agreement is reached,
closing would be subject, among other things, to approval of the shareholders
of both companies by a majority of shareholders not affiliated with IDB,
approvals of the authorized bodies of both companies' controlling
shareholders and the requisite regulatory approvals. Netvision has not
responded yet to our proposal and we can provide no assurances that we will
enter into any transaction. If an agreement is reached, we intend to fund the
purchase price, in whole or in part, with new debt financing arrangements.
About Cellcom Israel
Cellcom Israel Ltd., established in 1994, is the leading
Israeli cellular provider; Cellcom Israel provides its approximately 3.376
million subscribers (as at September 30, 2010) with a broad range of value
added services including cellular and landline telephony, roaming services
for tourists in Israel and for its subscribers abroad and additional services
in the areas of music, video, mobile office etc., based on Cellcom Israel's
technologically advanced infrastructure. The Company operates an HSPA 3.5
Generation network enabling advanced high speed broadband multimedia
services, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel
offers Israel's broadest and largest customer service infrastructure
including telephone customer service centers, retail stores, and service and
sale centers, distributed nationwide. Through its broad customer service
network Cellcom Israel offers its customers technical support, account
information, direct to the door parcel services, internet and fax services,
dedicated centers for the hearing impaired, etc. As of 2006, Cellcom Israel,
through its wholly owned subsidiary Cellcom Fixed Line Communications L.P.,
provides landline telephone communication services in Israel, in addition to
data communication services. Cellcom Israel's shares are traded both on the
New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For
additional information please visit the Company's website:
http://www.cellcom.co.il
Company Contact
Yaacov Heen
Chief Financial Officer
investors@cellcom.co.il
Tel: +972-52-998-9755
Investor Relations Contact
Porat Saar & Kristin Knies
CCG Investor Relations Israel & US
cellcom@ccgisrael.com
Tel: +1-646-233-2161
Source: Cellcom Israel Ltd.
Company Contact, Yaacov Heen, Chief Financial Officer, investors@cellcom.co.il,
Tel: +972-52-998-9755; Investor Relations Contact, Porat Saar & Kristin Knies,
CCG Investor Relations Israel & US, cellcom@ccgisrael.com,
Tel: +1-646-233-2161
Cellcom Israel Ltd Announces Merger Negotiation Proposal to Netvision
NETANYA, Israel, March 14, 2011/PRNewswire-FirstCall/ -- Cellcom Israel Ltd. (NYSE: CEL) (the "Company") announced
today that on March 13, 2011, the Company approached Netvision Ltd., or
Netvision, with a proposal to negotiate a merger between the Company's
subsidiary and Netvision.
The Company has previously announced that it was at the
preliminary stages of examining possibilities for a business combination with
Netvision, an Israeli International Landline Operator, or ILD, providing
Internet services, and landline domestic and international voice services.
Netvision and the Company are controlled by the IDB group. Recently, a
regulatory change was made allowing a cellular operator to hold an ILD
subject to structural separation of the long distance operation from the
cellular operation, and subject to the fulfillment of certain conditions,
even without such structural separation.
In light of this regulatory change, the Company approached
Netvision with the aforementioned proposal. The proposed merger contemplates
the purchase by the Company of all of Netvision's outstanding share capital
for cash consideration, based on its share capital's estimated value of NIS
1.5 billion, subject to customary adjustments, as a result of which Netvision
would become a wholly owned subsidiary of the Company. The merger proposal is
subject to, among other things, negotiating and finalizing terms of
definitive agreements covering the transaction, further due diligence by the
Company, independent valuation and receipt of fairness opinions in respect of
the consideration to be offered, and approval by both companies' audit
committees and boards of directors. If a definitive agreement is reached,
closing would be subject, among other things, to approval of the shareholders
of both companies by a majority of shareholders not affiliated with IDB,
approvals of the authorized bodies of both companies' controlling
shareholders and the requisite regulatory approvals. Netvision has not
responded yet to our proposal and we can provide no assurances that we will
enter into any transaction. If an agreement is reached, we intend to fund the
purchase price, in whole or in part, with new debt financing arrangements.
About Cellcom Israel
Cellcom Israel Ltd., established in 1994, is the leading
Israeli cellular provider; Cellcom Israel provides its approximately 3.376
million subscribers (as at September 30, 2010) with a broad range of value
added services including cellular and landline telephony, roaming services
for tourists in Israel and for its subscribers abroad and additional services
in the areas of music, video, mobile office etc., based on Cellcom Israel's
technologically advanced infrastructure. The Company operates an HSPA 3.5
Generation network enabling advanced high speed broadband multimedia
services, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel
offers Israel's broadest and largest customer service infrastructure
including telephone customer service centers, retail stores, and service and
sale centers, distributed nationwide. Through its broad customer service
network Cellcom Israel offers its customers technical support, account
information, direct to the door parcel services, internet and fax services,
dedicated centers for the hearing impaired, etc. As of 2006, Cellcom Israel,
through its wholly owned subsidiary Cellcom Fixed Line Communications L.P.,
provides landline telephone communication services in Israel, in addition to
data communication services. Cellcom Israel's shares are traded both on the
New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For
additional information please visit the Company's website:
http://www.cellcom.co.il
Company Contact
Yaacov Heen
Chief Financial Officer
investors@cellcom.co.il
Tel: +972-52-998-9755
Investor Relations Contact
Porat Saar & Kristin Knies
CCG Investor Relations Israel & US
cellcom@ccgisrael.com
Tel: +1-646-233-2161
Source: Cellcom Israel Ltd.
Company Contact, Yaacov Heen, Chief Financial Officer, investors@cellcom.co.il,
Tel: +972-52-998-9755; Investor Relations Contact, Porat Saar & Kristin Knies,
CCG Investor Relations Israel & US, cellcom@ccgisrael.com,
Tel: +1-646-233-2161