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Scitex to Divide $118 Million Distribution to Shareholders

Press release from the issuing company

TEL AVIV, Israel, March 1 -- Scitex Corporation Ltd. today announced that, out of the previously announced planned cash distribution of $2.75 per share, or a total of approximately $118 million, Scitex intends to distribute $2.00 per share in cash to the shareholders (an aggregate of approximately $86 million), and to distribute the balance of approximately $32 million through a repurchase of shares from Scitex shareholders by means of a self tender offer. The division of the $118 million allocated for distribution to shareholders between a cash distribution and share repurchase is intended to provide Scitex's shareholders with greater flexibility in determining their respective participation in the overall distribution and their proportionate shareholdings after completion of the tender offer. The $86 million cash distribution and the $32 million self tender offer are subject to the satisfaction of certain conditions, including the approval of Scitex's shareholders and of the Tel Aviv District Court. Scitex has recently filed an application to the court seeking the court's approval for the contemplated cash distribution and self tender offer. There can be no assurance if and when such conditions will be satisfied. The cash distribution to shareholders and the amount allocated for the self tender offer will be subject to withholding taxes, if and when applicable. $86 Million Cash Distribution Upon satisfaction of the conditions to the cash distribution, the Board of Directors will declare the distribution and Scitex will issue a press release announcing the final per share distribution amount, the record date for shareholders entitled to receive the distribution, and the distribution date. Subject to the satisfaction of the conditions, Scitex expects to effect the cash distribution in the next few months. $32 Million Self Tender Offer Scitex also intends to commence a tender offer to repurchase a portion of its outstanding ordinary shares for aggregate consideration to the tendering shareholders of up to approximately $32 million. Scitex expects to provide additional details regarding the self tender offer in the next few weeks. Subject to the satisfaction of the above-mentioned conditions, Scitex expects to commence the tender offer in the next few months. If and when applicable, Scitex will issue a press release announcing the commencement of the self tender offer, as well as the final offer price and additional details regarding the offer. As a result of the contemplated tender offer, Scitex's two principal shareholders, Clal Industries and Investments Ltd. and Discount Investment Corporation Ltd., who together currently hold approximately 44% of Scitex's share capital, may own more than 45% of the aggregate voting rights of Scitex. Scitex would be required to conduct the tender offer as a "special tender offer" and to obtain the approval of the non-affiliated shareholders for such offer pursuant to the requirements and proceedings set forth under Israeli law. In the event that the tender offer is not closed, Scitex will consider the alternatives for distribution of the remainder of the funds ($32 Million) to its shareholders.