012 Smile.Communications to Acquire a
Controlling Interest in Bezeq The Israel Telecommunication Corp.,
Israel's Largest Telecommunications Provider
PETACH TIKVA, Israel/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 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
i.azulay@smile.net.il
Source: 012 Smile.Communications Ltd.
CONTACT: Idit Azulay of 012 Smile.Communications Ltd., +972-72-2003848,
or i.azulay@smile.net.il
Web Site:
http://www.012.net/
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