TEL AVIV, Israel, May 14 -- Scitex Corporation Ltd. announced today that it is commencing a previously-announced self tender offer to purchase up to 5,643,739 of its ordinary shares for $5.67 per share (up to $32 million in the aggregate), net to the seller in cash, less any required withholding taxes and without interest.
The initial period of the tender offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York time, or 12:00 midnight, Israel time, on Monday, June 14, 2004, unless the initial period is extended by Scitex. As required by Israeli law, if the conditions to the offer have been satisfied as of the completion of the initial offer period, Scitex will provide an additional period of four calendar days during which shareholders may tender their shares. However, shareholders will have no withdrawal rights during such additional four-calendar day period.
The tender offer is conditioned upon: (1) at least 3,226,381 ordinary shares, representing 7.5% of Scitex's voting power, being validly tendered and not withdrawn prior to the completion of the initial offer period, (2) as required by Israeli law, at the completion of the initial offer period, the aggregate number of shares tendered in the offer (excluding shares tendered by our affiliates) being greater than the number of shares represented by notices of objection to the offer, and (3) certain other conditions specified in the Offer to Purchase relating to the tender offer. The tender offer is not conditioned on the receipt of financing.
Scitex's two principal shareholders, Clal Industries and Investments Ltd. (Clal) and Discount Investment Corporation Ltd. (Discount), who currently hold, in the aggregate, approximately 44% of Scitex's share capital, have informed Scitex of their intention, subject to market conditions, to tender, an aggregate of approximately 260,000 shares in the offer. As a result, Clal and Discount will hold approximately 47% of Scitex's voting power if the tender offer is consummated with the minimum required participation of 7.5% of Scitex's voting power, and in excess of 50%, up to 50.6%, of Scitex's voting power if the tender offer is fully subscribed. In addition, Clal and Discount, under applicable Israeli law, may then purchase shares in the open market or through private transactions, and not solely through a tender offer, to further increase their stake in Scitex up to 90%.
The complete terms and conditions of the tender offer, including important U.S. and Israeli income and withholding tax considerations relating to the tender offer, are contained in the Offer to Purchase included as an exhibit to the Tender Offer Statement on Schedule TO filed today with the U.S. Securities and Exchange Commission (SEC) and with the Israeli Securities Authority (ISA). American Stock Transfer & Trust Company is the U.S. Depositary for the offer and Clal Finance Batucha Investment Management Ltd. is the Israeli Depositary for the offer.
Scitex also announced that it intends to effect its previously-announced cash distribution of approximately $86 million to its shareholders following the completion of the tender offer. Prior to the distribution, 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.
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