Partner Communications Company Ltd. ("Partner" or "the Company")
(Nasdaq:PTNR) (TASE:PTNR), a leading Israeli mobile communications
operator, reports that its controlling shareholder, Scailex
Corporation Ltd. ("Scailex"), filed today an immediate
report regarding the receipt of the Minister of Communications approval
to the transaction regarding the sale of a portion of Partner shares
owned by Scailex.
For Scailex's full immediate report, see: http://maya.tase.co.il/bursa/report.asp report_cd=791521
or its informal English translation attached hereto and to our immediate
report on Form 6-K to be furnished to the Securities and Exchange
This press release includes forward-looking statements within the
meaning of Section 27A of the US Securities Act of 1933, as amended,
Section 21E of the US Securities Exchange Act of 1934, as amended, and
the safe harbor provisions of the US Private Securities Litigation
Reform Act of 1995. Words such as "believe", "anticipate", "expect",
"intend", "seek", "will", "plan", "could", "may", "project", "goal",
"target" and similar expressions often identify forward-looking
statements but are not the only way we identify these statements. All
statements other than statements of historical fact included in this
press release regarding our future performance, plans to increase
revenues or margins or preserve or expand market share in existing or
new markets, reduce expenses and any statements regarding other future
events or our future prospects, are forward-looking statements.
We have based these forward-looking statements on our current knowledge
and our present beliefs and expectations regarding possible future
events. These forward-looking statements are subject to risks,
uncertainties and assumptions about Partner, consumer habits and
preferences in cellular telephone usage, trends in the Israeli
telecommunications industry in general, the impact of current global
economic conditions and possible regulatory and legal developments. For
a description of some of the risks we face, see "Item 3D. Key
Information - Risk Factors", "Item 4. - Information on the Company",
"Item 5. - Operating and Financial Review and Prospects", "Item 8A. -
Consolidated Financial Statements and Other Financial Information -
Legal and Administrative Proceedings" and "Item 11. - Quantitative and
Qualitative Disclosures about Market Risk" in the Company's 2011 Annual
Report (20-F) filed with the SEC on March 22, 2012, as amended on March
26, 2012. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this press release might not occur,
and actual results may differ materially from the results anticipated.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Partner Communications
Partner Communications Company Ltd. ("Partner") is a leading Israeli
provider of telecommunications services (cellular, fixed-line telephony
and internet services) under the orange™ brand. The Company provides
mobile communications services to over 3 million subscribers in Israel.
Partner's ADSs are quoted on the NASDAQ Global Select Market™ and its
shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
Partner is an approximately 45%-owned subsidiary of Scailex Corporation
Ltd. ("Scailex"). Scailex's shares are traded on the Tel Aviv Stock
Exchange under the symbol SCIX and are quoted on "Pink Quote" under the
symbol SCIXF.PK. Scailex currently operates in two major domains of
activity in addition to its holding in Partner: (1) the sole import,
distribution and maintenance of Samsung mobile handset and accessories
products primarily to the major cellular operators in Israel (2)
management of its financial assets.
For more information about Scailex, see http://www.scailex.com.
For more information about Partner, see http://www.orange.co.il/investor_site
About 012 Smile Telecom Ltd.
012 Smile is a wholly owned subsidiary of Partner Communications which
provides international long distance services, internet services and
local telecommunication fixed-line services (including telephony
services using VOB) under the 012 Smile brand. The completion of the
purchase of 012 Smile by Partner Communications took place on March 3,
2011. For further details see the press release dated March 3, 2011.
Scailex Corporation Ltd.("Scailex" or "the Company")48
Ben Zion Galis St., Petach Tikva 49277Tel: 03-9057730 Fax:
January 21, 2013
Israel Securities Authority
Tel-Aviv Stock Exchange Ltd.
22 Kanfei Nesharim St.
54 Ahad Ha'am St.
Re: Agreement for the sale of a portion of
Partner shares owned by the Company- receipt of the Minister of
(Immediate Report pursuant to Regulation 36(A) of the Securities
Regulations (Periodic and Immediate Reports), 5730 - 1970)
Further to the Immediate Report filed by the Company on November 30,
2012 (reference no.: 2012-01-297369; this reference constitutes
inclusion by way of referral) ("the Original Report"), concerning
its engagement in an agreement on that date ("the Purchase Agreement")
with S.B. Israel Telecom Ltd. ("the Buyer"), an Israeli
special-purpose vehicle (SPV) that is wholly owned (100%) by Saban
Capital Group, according to which the Company will sell to the Buyer a
portion of Partner shares owned by the Company, all being pursuant to
the conditions specified in the Purchase Agreement, the principal
provisions of which are described in the Original Report; and further to
the Immediate Report filed by the Company on December 12, 2012
(reference no.: 2012-01-308136; this reference constitutes inclusion by
way of referral), in which the Company reported certain updates with
respect to the Purchase Agreement, including with respect to the dates
set forth therein, and with respect to accounting, tax and cash flow
implications of the Purchase Agreement; and further to the Immediate
Report filed by the Company on December 24, 2012 (reference no.:
2012-01-318807; this reference constitutes inclusion by way of
referral), in which the Company furnished updates with respect to the
fulfillment of some of the suspending conditions that are required for
the completion of the Purchase Agreement, which are specified in section
4(a) of the Original Report: the approval of the holders of the public
notes, approval of Mizrahi Tefahot Bank Ltd. and clarification that the
transaction, set forth in the Purchase Agreement, is not subject to the
approval of the Antitrust Commissioner and does not require a report to
The Company is pleased to announce that on January 21, 2013, the
approval of the Minister of Communications was received (see section 4
(a) of the Original Report), and thus all of the suspending conditions
with respect to third party approvals have been fulfilled, which are
required for the completion of the transaction on the Consummation Date
(as defined in the Original Report), excluding additional ancillary
approvals (with respect to the licenses in the Judea and Samaria area),
which are expected to be received in the next few days. Accordingly, the
Company and the Buyer are preparing to complete the Purchase Agreement
in the next few days (Closing), in accordance with the conditions of the
Purchase Agreement, as set forth in the Original Report.
Scailex Corporation Ltd.
by: Mr. Yahel Shachar, C.E.O.
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