Internet Gold Announced Signing of the Definitive Agreement for the Searchlight Transaction
24 Juin 2019 - 9:10PM
Internet Gold - Golden Lines Ltd. (the
“
Company” or “
Internet Gold”)
(NASDAQ Global Select Market and TASE: IGLD) today announced
signing of the definitive agreement for the ‘Searchlight
Transaction’ by the parties thereto – the Company, B Communications
Ltd. (“
BComm”), Searchlight II BZQ, L.P.
(“
Searchlight SPC”) and T.N.R. Investments Ltd.
(“
Fuhrer SPC” and together with Searchlight SPC,
the “
Purchasers”).
As previously announced by the Company, the
transaction will include, inter alia, the sale by the Company of
its entire holdings in BComm for an aggregate amount of NIS 225
million and an investment by the Company in BComm of NIS 345
million (comprised of the amount to be paid by the Purchasers and
an additional amount of NIS 120 million). Pursuant to the
transaction, the Company will receive NIS 310 million par value of
Series C debentures of BComm as well as 8,383,234 ordinary shares
of BComm.
Upon the closing of the transaction, the
Purchasers will also invest an additional amount of NIS 260 million
in BComm in consideration for 62,275,450 ordinary shares of
BComm.
In addition, BComm will offer its shareholders
(other than the Company) the right to subscribe for additional
ordinary shares in an aggregate amount of up to NIS 35 million (the
“Aggregate Offering Amount”). Any portion of the
Aggregate Offering Amount not subscribed by BComm’s shareholders
shall be subscribed by Searchlight SPC.
Pursuant to the transaction, certain amendments
of BComm’s Series C debentures will become effective and BComm will
issue new Series D debentures.
The share purchase agreement includes, inter
alia, representations by the Company, including with respect of
authorization to enter into the transaction, required consents,
certain representations relating to BComm and representations
relating to undisclosed proceedings. The agreement further provides
for certain covenants by the parties during the period between
signing and closing, including, exclusivity, making the required
filings with the Ministry of Communications, obtaining of a court
approval and the approval of the shareholders of BComm, as well as
certain restricted actions by the Company, BComm or Bezeq.
The share purchase agreement includes certain
conditions to closing, including the receipt of a court approval,
the issuance of a control permit to the Purchasers from the
Ministry of Communications, antitrust approvals, absence of
material adverse effect, designation of board members on behalf of
the Purchasers on the boards of directors of BComm and Bezeq, and
minimum liquidity and maximum indebtedness of BComm upon
Closing.
There is no certainty that the transaction will be
consummated.
A copy of the transaction documents was
previously submitted to the U.S. Securities and Exchange Commission
on Form 6K.
As previously announced, if the transaction is
consummated, the Company will not be able to fully pay its debts,
and the Company intends to initiate a creditors’ arrangement which
will be submitted to the applicable Israeli court pursuant to
Section 350 of the Israeli Companies Law. The Company anticipates
that pursuant to such arrangement, the existing shares of the
Company will be nullified and that the creditors of the Company
will receive, inter alia, 100% of the shares of the Company.
Note
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. We will not make any
public offering of the securities in the United States. The
securities have not been and will not be registered under the U.S.
Securities Act of 1933, as amended.
About Internet Gold
Internet Gold is a telecommunications-oriented
holding company whose principal asset is a 51.95% stake in B
Communications Ltd., the owner of 26.34% of outstanding shares of
Bezeq The Israel Telecommunication Corporation Limited, the leading
communications group in Israel. For more information, please visit
the following Internet sites:
www.igld.comwww.bcommunications.co.ilwww.ir.bezeq.co.il
Forward-Looking Statements
This press release contains forward-looking
statements that are subject to risks and uncertainties. Factors
that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, general
business conditions in the industry, changes in the regulatory and
legal compliance environments, the failure to manage growth and
other risks detailed from time to time in the Company’s filings
with the Securities Exchange Commission. These documents contain
and identify other important factors that could cause actual
results to differ materially from those contained in our
projections or forward-looking statements. Stockholders and other
readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which they are made. We undertake no obligation to update publicly
or revise any forward-looking statement.
There is no certainty that the Transaction will be
consummated.
For further information, please contact:
Yuval Snir– IR Manager
yuval@igld.com/ Tel: +972-3-924-0000
Internet Gold Golden Lines (CE) (USOTC:IGLDF)
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