Elbit Imaging Ltd. (NASDAQ: EMITF) ("Elbit" "Company") announced
that it's subsidiary, Elbit Medical Technologies Ltd. (TASE: ELMDT) ("EMT"),
(in which the Company holds approximately 90% and approximately 93% on a fully
diluted basis), announced today that InSightec Ltd. (in which the Company
together with EMT holds approximately 66%) ("InSightec"), and
InSightec's wholly owned subsidiary have entered into long term funding
agreements with GE Healthcare ("GE") pursuant to which GE
would provide financing to InSightec in the form of convertible loans up to a
total of $13,750,000, as will be agreed between the InSightec and GE from time
to time, to support the InSightec's R&D, Sales & Marketing, business
development, legal and operational needs ("GE Funding Agreement").
GE Funding Agreement will be in similar terms
and conditions to the financing previously provided by EMT and the Company (as
will be amended simultaneously to the signing of the GE Funding Agreement).
InSightec and GE have agreed that the long term funding will be in a form of
Convertible Notes ("GE Notes") that will bear interest at 6%
(or interest rate equivalent to the interest rate applicable to the financing
provided by the Company and EMT) and which will be secured as set forth below.
The GE Notes would be convertible into Series B-1 Preferred Shares, and the
outstanding balance that shall not be so converted, shall be payable by October
1, 2016.
In addition, the existing financing granted to
InSightec by the Company and EMT during 2010 and 2011, will be amended, subject
to required corporate approvals, to provide similar loan terms and security
mechanism as for the GE Funding Agreement. The Company and EMT will receive
Convertible Notes ("Notes") convertible on the same terms as
the GE Notes, as specified above. Such Notes, as well as the GE Notes, will be
secured by Floating Charge and Security Agreements ("Charge Agreements")
over InSightec's and its wholly owned subsidiary's assets, pari passu with GE's
Charge Agreements.
About InSightec
InSightec Ltd. is privately held by Elbit Imaging, General
Electric, and MediTech Advisors. Founded in 1999 over $150 million have been
invested in clinical and technical R&D to develop ExAblate using MR
guided Focused Ultrasound into a clinically viable technology. ExAblate
has won several awards for innovation and its potential to help mankind
including the Wall St. Journal Technology Innovation Awards and the
European Union's IST grand prize. TIME magazine recently named Focused
Ultrasound as "one of 50 best inventions". Dr. Yoav Medan,
InSightec's Chief Systems Architect, presented MRgFUS at TEDMED 2011.
(http://bit.ly/sII9CT).
About Elbit Imaging Ltd.
Elbit Imaging Ltd. operates in the following
principal fields of business: (i) Commercial and Entertainment Centers -
Initiation, construction and sale of shopping and entertainment centers and
other mixed-use real property projects, predominantly in the retail sector,
located in Central and Eastern Europe and in India; (ii) U.S. Real
Property - Investment in commercial real property in the United
States; (iii) Hotels - Hotel operation and management,
primarily in major European cities; (iv) Medical Industries -
(a) research and development, production and marketing of magnetic resonance
imaging guided focused ultrasound treatment equipment and (b) development of
stem cell population expansion technologies and stem cell therapy products for
transplantation and regenerative medicine; (v) Residential Projects -
Initiation, construction and sale of residential projects and other mixed-use
real property projects, predominately residential, located primarily in India
and in Eastern Europe; (vi) Fashion Apparel - Distribution and
marketing of fashion apparel and accessories in Israel; and (vii) Other
Activities - (a) venture capital investments and (b) investments in
hospitals and farm and dairy plants in India. We have presently decided to
suspend our investment activities in hospitals and farm and dairy plants in
India until we are satisfied that the economy has recovered sufficiently to
resume such activities.
Any forward-looking statements in our releases include statements regarding the
intent, belief or current expectations of Elbit Imaging Ltd. and
our management about our business, financial condition, results of operations,
and its relationship with its employees and the condition of our properties.
Words such as"believe,""expect,""intend,""estimate" and
similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
Actual results may differ materially from those projected, expressed or implied
in the forward-looking statements as a result of various factors including,
without limitation, risks associated with uncertainty as to whether the
transaction will be completed, the occurrence of any event, change or other
circumstances that could give rise to the termination of the agreement, potential
litigation associated with the transaction, the failure to obtain antitrust and
bank approvals for the transaction, the failure of any party to meet the
closing conditions set forth in the agreement, risks that the proposed
transaction disrupts current plans and operations, the extent and timing of
regulatory approvals, the distraction of management resulting from the proposed
transaction, as well as the factors set forth in our filings with the
Securities and Exchange Commission including, without limitation, Item 3.D of
our annual report on Form 20-F for the fiscal year ended December 31, 2010,
under the caption "Risk Factors." Any
forward-looking statements contained in our releases speak only as of the date
of such release, and we caution existing and prospective investors
not to place undue reliance on such statements. Such forward-looking statements
do not purport to be predictions of future events or circumstances, and
therefore, there can be no assurance that any forward-looking statement
contained our releases will prove to be accurate. We undertake no obligation to
update or revise any forward-looking statements.
For Further Information:
Company Contact: Dudi Machluf Chief Executive Officer (Co-CEO)
Tel: +972-3-608-6024dudim@elbitimaging.com
Investor Contact: Mor Dagan Investor Relations Tel:
+972-3-516-7620 mor@km-ir.co.il
SOURCE Elbit Imaging Ltd.
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