Partner Communications Reports That Its Controlling Shareholder Filed an
ROSH HA’AYIN, Israel -- January 21, 2013
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 Commission today.
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 49277
Tel: 03-9057730 Fax: 03-9300424
January 21, 2013
Israel Securities Tel-Aviv Stock Exchange
22 Kanfei Nesharim St. 54 Ahad Ha'am St.
Jerusalem 95464 Tel-Aviv 65202
(Via Magna) (Via Magna)
Re: Agreement for the sale of a portion of Partner shares owned by the
Company- receipt of the Minister of Communications' approval
(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 him -
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.
Partner Communications Company Ltd.
Mr. Ziv Leitman, +972-54-7814951
Chief Financial Officer
Ms. Yaffa Cohen-Ifrah, +972 54 909 9039
Head of Investor Relations
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