DJ DGAP-HV: Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung am 03.08.2015 in Rishon LeZion mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Electronics Line 3000 Ltd. / Bekanntmachung der Einberufung zur Hauptversammlung
30.06.2015 16:43
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der
EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
=--------------------------------------------------------------------------
ELECTRONICS LINE 3000 LTD.
(the 'Company')
14 Hachoma Street, Rishon LeZion, Israel
Telephone: +972-3- 9637777, Fax: +972-3-961658
www.electronics-line.com
NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS
Rishon LeZion, Israel
June 26, 2015
Dear Shareholder,
You are hereby invited to attend the Annual and special General
Meeting of Shareholders ('the Meeting') of the Company to be held at
14:30 on Monday, August 3, 2015, at the Company's offices at 14
Hachoma Street, Rishon LeZion, Israel.
The purpose of this Meeting is set forth in the accompanying
'Statement of the Company' for voting by means of Proxy. For the
reasons set forth in the Statement of the Company, the Company's Board
of Directors recommends that you vote 'FOR' the proposal set forth and
specified on the enclosed form for voting by means of Proxy (Appendix
B).
A copy of the Proxy is also available on the Company's web site:
www.electronics-line.com
The record date determining the eligibility of shareholders to vote at
the Meeting, as stated in Section 182 of the Israeli Companies Law,
1999, is the end of the day of trading in Frankfurt, Germany, the
exchange on which the shares of the Company are traded, on Monday,
July 6, 2015. If no trading of the Company's shares takes place on
such date the determining date shall be the last day of trading
preceding such date ('Record Date').
The share capital of the Company at the time of the notice of the
Meeting is NIS (New Israeli Shekel) 68,564,240 divided into 13,712,848
ordinary shares. The total number of voting rights at time of notice
of the Annual General Meeting of Shareholders is 13,712,848.
Shareholders, whose shares are represented by a global share
certificate deposited at Clearstream Banking AG, and who wish to
exercise their voting rights, may choose one of the following three
alternative voting procedures approved by a recognized financial
institution:
1. To send their Ownership Certificate in the form
attached hereto as Appendix A ('Ownership Certificate')
confirming their ownership of shares of the Company on the
Record Date approved by a recognized financial institution
together with the notice of appointment and instructions for
voting by means of Proxy in the form attached hereto as
Appendix B ('Proxy') directly to the Company. The Ownership
Certificate and the Proxy must be received by the Company at
its offices no later than 48 hours before the Meeting, via the
Company's fax number, +972-3-9616584 or mail
investor.relations@electronics-line.com as an alternative, or
2. To send their Ownership Certificate approved by a
recognized financial institution together with the notice of
appointment and instructions for voting by means of Proxy via
their depository bank to BANKHAUS NEELMEYER AG, Am Markt
14-16, 28195 Bremen, GERMANY, fax number +49-(0) 421-3603-153,
no later than 48 hours before the Meeting. BANKHAUS NEELMEYER
AG will forward the shareholders' Proxies together with the
Ownership Certificate to the Company, or
3. Shareholders who wish to vote in person shall
attend the Meeting at the said time and place with their
original Ownership Certificate, provided that they have
delivered their Ownership Certificate approved by a recognized
financial institution directly to the Company and that their
Ownership Certificate was received by the Company at its
offices no later than 48 hours before the Meeting, via the
said Company's fax number or mail as an alternative.
By Order of the Board,
Mr. Moshe Alkelai
Chairman of the Board
ELECTRONICS LINE 3000 LTD.
STATEMENT OF THE COMPANY
The enclosed Statement is solicited on behalf of the Board of
Directors (the 'Board') of Electronics Line 3000 Ltd. (the 'Company')
for use at the Company's special General Meeting of Shareholders (the
'Meeting') to be held at 14:30 on Monday, August 3, 2015, at the
Company's offices at 14 Hachoma Street, Rishon LeZion, Israel or at
any adjournment or postponement thereof, for the purposes set forth
herein.
It is proposed that at the Meeting, the shareholders of the Company
(the 'Shareholders') approve the following resolution:
To approve the Merger between a subsidiary of the Company's
controlling shareholder, RISCO Ltd. ('RISCO'), and the Company, the
details of which are set forth below (the 'Merger').
The approval of this proposal requires the affirmative vote of at
least a majority of the votes of shareholders present and voting at
the Meeting in person or by proxy. In addition, the Merger will not be
approved if a majority of the shareholders present at the vote who are
not RISCO, RISCO's shareholders or anybody on their behalf, including
their relatives or bodies corporate under their control, are opposed
to it.
Only shareholders of record at the close of business on the Record
Date will be entitled to a notice of and to vote at the Meeting,
provided that such shareholders sent their Ownership Certificate and
Proxy to the offices of the Company, no later than 48 hours before the
Meeting, as detailed in the notice.
Shareholders may revoke the authority granted by their execution of
proxies at any time before the effective exercise thereof, by filing
with the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the Meeting.
In order for there to be a legal quorum at the Meeting, there must be
present, in person or by proxy, no less than two (2) shareholders
holding or representing at least one-quarter (1/4) of the voting
rights in the Company. If after half an hour of the commencement of
the Meeting no legal quorum is present, the Meeting will automatically
be adjourned for one week and shall reconvene at the same time and
location, unless notified otherwise by the Board. At such adjourned
Meeting the same agenda will be applicable and the legal quorum will
be two (2) shareholders.
The share capital of the Company at the of time of the notice of the
Annual General Meeting of Shareholders is NIS (New Israeli Shekel)
68,564,240 divided into 13,712,848 ordinary shares. The total number
of voting rights at time of notice of the Annual General Meeting of
Shareholders is 13,712,848.
ITEM 1 -a Merger between the Company and RISCO's subsidiary
The Board and the Audit Committee have recommended to approve the
Merger between RISCO Line Ltd.- an Israeli corporation wholly owned by
RISCO which was incorporated in 31 May, 2015 (the 'Subsidiary') and
the Company, the details of which are set forth below.
The Proposed Merger contemplates the purchase by RISCO of all of the
Company's outstanding share capital owned by the public for a cash
consideration of 0.46 Euro per share (subject to withholding Taxes as
set forth below), in accordance with Sections 314-327 of the Israeli
Companies Law, 5759-1999 (the 'Israeli Companies Law'). RISCO, the
Subsidiary and the Company intend to effect the merger of the
Subsidiary with and into the Company, pursuant to which the Subsidiary
shall cease to exist, the Company shall become a wholly-owned
subsidiary of RISCO and its controlling shareholders- Mr. Moshe
Alkelai and Mrs. Mazal Alkelai (the 'Controlling Shareholders')- and
the Company Ordinary Shares issued and outstanding immediately prior
to the Effective Time, except Shares held directly by the Parent and
by Controlling Shareholders (Collectively, the 'Controlling
Shareholders Shares') (the Company Ordinary Shares except for the
Controlling Shareholders Shares being the 'Converting Shares'), will
be converted into the right to receive the Merger Consideration.
As further detailed below, The Company, RISCO, and the Subsidiary,
approached the Israeli Tax Authority, in order to request to
pre-approve withholding tax procedures applicable to the Merger,
according to which 30% of the Merger Consideration, as defined
hereunder, will be held in trust (0.138 Euro per share) (the 'Trust
Amount'). The Trust Amount applicable to certain shareholder will be
released by the Israeli Paying Agent, as defined hereunder, only if
such shareholder provides the Israeli Paying Agent with a written
Declaration in the agreed and approved format by the Israeli Tax
Authority.
Background of the Merger
On 21 May, 2015, RISCO presented to the Company its proposal as to the
major terms of a merger between the Company and the Subsidiary (the
'Proposed
Merger').
The Proposed Merger contemplates the purchase by RISCO of all of the
Company's issued and outstanding share capital held by the public for
a cash consideration of 0.46 Euro per share, as a result of which the
Subsidiary would be merged with and into the Company and the Company
would become a wholly owned subsidiary of RISCO and its controlling
shareholders.
After considering the Proposed Merger as well considering the
definitive appraisal as to the share capital of the Company (as
attached hereto as Appendix C) that was prepared by an external
(MORE TO FOLLOW) Dow Jones Newswires
June 30, 2015 10:43 ET (14:43 GMT)
DJ DGAP-HV: Electronics Line 3000 Ltd.: -2-
independent appraiser-Fahn Kanne Consulting, the subsidiary of Fahn
Kanne & Co which is the Israeli member of Grant Thornton (the 'Appraiser'
and the 'Appraisal'), the Audit Committee of the Company and the Board
of Directors of the Company approved the proposed terms of the
proposed merger and resolved to submit the Merger to the shareholders
general meeting for voting.
As required under Israeli law, Mr. Moshe Alkelai and Mrs. Sharon
Sheep, who were deemed to have personal interest in the Merger, did
not attend and participate in the Board meeting. The directors present
in the Audit Committee and the Board meeting were the external
directors- Prof. Dan Elnathan and Mr. Rafi Durst- as well as Mr. Yigal
Fatran.
On June 24, 2015, the parties executed the Merger Agreement.
Reasons for the Merger; Recommendation of the Board of Directors
The Audit Committee and the Board of Directors evaluated the terms of
the Merger, including the terms and conditions of the Merger Agreement
between the Company, Risco and the Subsidiary (the 'Merger Agreement').
The Audit Committee and the Board of Directors approved the Merger
Agreement and the Merger, determined that the Merger is in the best
interests of the Company and its shareholders, unanimously approved
the execution, delivery and performance of the Merger Agreement and
the completion of the Merger, directed management to take such other
actions as are necessary to complete the Merger, resolved to recommend
that the shareholders approve the Merger and directed that such matter
be submitted for consideration by the shareholders at the Meeting.
In reaching these determinations, the Audit Committee and Board of
Directors considered (a) the information provided by the Company's
management as to the business, financial condition, results of
operations, and future prospects of the Company, (b) its familiarity
with the risks involved in achieving those prospects and objectives
under current industry and market conditions, and its familiarity with
the nature of the markets in which the Company operate, and (c) the
Appraisal which supports the consideration to be paid to the Company's
shareholders in connection with the Merger and was provided by the
Appraiser who is independent of each of the Company and its
Controlling Shareholders.
The Merger Agreement
The Merger Agreement provides for the Merger of the Subsidiary, with
and into the Company, upon the terms, and subject to the conditions of
the Merger Agreement, with the Company as the Surviving Company, all
in accordance with the relevant provisions of the Israeli Companies
Law. The Company will continue to exist following the Merger as
RISCO's and the Controlling Shareholders' wholly owned subsidiary.
Following the Merger, the Company will initiate the delisting of its
share capital, which will then be, in its entirety, owned by RISCO and
the Controlling Shareholders, from the Frankfurt Stock Exchange, so
that the share capital of the Company will no longer be publicly
traded. In addition, the Company's former shareholders will cease to
have any rights as shareholders of the Company, except for the right
to receive the Merger Consideration.
Effective Time of the Merger; Closing Date
The Merger will become effective upon the issuance and delivery by the
Companies Registrar of the Certificate of Merger in accordance with
the Israeli Companies Law (the 'Effective Time'). The certificate of
merger will be issued by the Israeli Companies Registrar following the
satisfaction of all requirements under the Companies Law if at least
fifty (50) days shall have elapsed after the filing of the merger
proposals by both the Company and the Subsidiary with the Israeli
Companies Registrar and at least thirty (30) days have elapsed after
the approval of the Merger by the Company's and the Subsidiary's
shareholders. The Merger Agreement provides that the closing of the
Merger shall take place as promptly as reasonably practicable (but no
later than the fifth business day) after satisfaction or waiver of the
conditions to the Merger (the 'Closing'). The parties are working to
complete the Merger as soon as practicable. However, the Merger is
subject to various closing conditions. No assurances can be given that
the parties will obtain the necessary approvals to complete the Merger
or that the parties will obtain them in a timely manner.
Merger Consideration
Ordinary Shares. The Converting Shares shall be converted into the
right to receive from RISCO 0.46 Euro in cash per Company Ordinary
Share without interest (the amount payable to a holder of Company
Ordinary Shares as a result of the Merger, the 'Merger Consideration',
which shall be subject to withholding Taxes as set forth below).
Stock Options. Prior to the Effective Time, the Company shall take all
actions necessary to provide that each option to acquire Company
Ordinary Shares automatically shall be cancelled and terminated at the
Effective Time without any payment or further rights or claims of the
holder thereof.
Share Capital of Subsidiary. The ordinary shares of the Subsidiary
issued and outstanding immediately prior to the effective time of the
Merger, will automatically be cancelled without any consideration
thereof, upon the effective time of the Merger.
Payment of the Merger Consideration
Prior to the Effective Time, RISCO shall appoint a Germany based bank
or trust company (the 'German Paying Agent') to act as paying agent
for the holders of Company Ordinary Shares in connection with the
Merger. In addition, under the Israeli Tax Ruling, as defined below,
assuming such Ruling will in fact be obtained, an Israeli Paying Agent
shall be appointed to act as a trustee for the Israeli withholding tax
purposes, as described below (the 'Israeli Paying Agent'). The German
Paying Agent and/or the Israeli Paying Agent shall receive, and hold
in trust for the benefit of holders of Company Ordinary Shares, the
aggregate Merger Consideration. RISCO shall deposit such aggregate
Merger Consideration with the German Paying Agent and/or the Israeli
Paying Agent not later than three business days following the
Effective Time.
RISCO and the Company shall instruct the German Paying Agent, as
promptly as reasonably practicable (but not later than the fifth
business day) after the Effective Time, to release to German central
depository Clearstream Banking AG, Frankfurt ('Clearstream'), cash in
an amount equal to the product of (A) the Merger Consideration payable
per Company Ordinary Share less the Withholding Tax Amount as defined
hereunder, multiplied by (B) the number of Converting Shares (the
product of (A) and (B), the 'Conversion Fund'). Clearstream shall
promptly deliver the Conversion Fund to the accounts of the depositary
banks of the owners of Converting Shares, which shall distribute the
respective and appropriate portion of the Conversion Fund to the
accounts of the owners of Converting Shares with such depositary banks
in accordance with customary stock surrender and payment procedures
under applicable regulations and terms and conditions of Clearstream.
At any time following the first anniversary of the Closing, Risco may
require the German Paying Agent to deliver to it any funds deposited
with the German Paying Agent which have not been disbursed to the
former holders of Converting Shares, and the Company shall be entitled
to require the German Paying Agent to return any portion of the
Conversion Fund not distributed to the owners of the Converting
Shares. Any amounts remaining unclaimed by such former shareholders
shall become, to the extent permitted by applicable Law, the property
of Risco, free and clear of all claims or interest of any Person
previously entitled thereto. If this Agreement is terminated prior to
the Closing (or the Merger does not become effective) for any reason
and any cash has been transmitted to the Paying Agent or Clearstream
prior to termination, such cash together with any interest or other
earnings thereon shall promptly be returned to RISCO.
Withholding Tax Procedures
Each of RISCO, the Company, the Depositary Banks of the owners of
Converting Shares the German Paying Agent and the Israeli Paying Agent
shall be entitled to deduct and withhold from the consideration
otherwise payable to any former holder of Converting Shares pursuant
to the Merger Agreement, any amounts required to be deducted and
withheld from such payments under the Israeli Income Tax Ordinance
[New Version], 1961, as amended, and the rules and regulations
promulgated thereunder (the 'Ordinance'), or under any other
applicable state, local, domestic or foreign Law (the amount withheld
per Converting Share being the 'Withholding Tax Amount'), provided,
however, that the withholding Taxes deduction in Israel shall be at
the highest applicable tax rate, unless otherwise indicated to the
Company the German Paying Agent and/or the Israeli Paying Agent, as
applicable, in a written approval from the ITA which provides a
withholding exemption or a reduced Tax rate, in which case the
deduction and withholding of any amounts under the Ordinance or any
other provision of Israeli law or requirement, if any, from the
aggregate Merger Consideration payable to such holder of record of
Converting Shares shall be made only in accordance with the provisions
of such approval.
The Company, RISCO and the Subsidiary, approached the Israeli Tax
Authority, in order to request to pre-approve the following
withholding tax procedures, applicable to the Merger (the 'Israeli Tax
(MORE TO FOLLOW) Dow Jones Newswires
June 30, 2015 10:43 ET (14:43 GMT)
DJ DGAP-HV: Electronics Line 3000 Ltd.: -3-
Ruling'). To the extent the request is approved, the following
procedures shall apply: 30% of the Merger Consideration will be held
in trust (0.138 Euro per share) (the 'Trust Amount') for a period of
up to 180 days from the Closing Date (the 'Trust Period'), and an
Israeli Paying Agent will be appointed for this purpose. The Trust
Amount applicable to certain shareholder will be released by the
Israeli Paying Agent only if such shareholder provides the Israeli
Paying Agent during the Trust Period with a written Declaration in the
agreed and approved format by the Israeli Tax Authority, , that all of
the following conditions are met: (a) such shareholder is not an
Israeli resident; and (b) such shareholder acquired the shares after
the registration for trade of such shares on the Frankfurt Stock
Exchange (i.e., after 28 June, 2004); and (c) the shares were no
acquired by such shareholder while being an Israeli tax resident; and
(d) such shareholder holds less than 5% of the issued share capital
(the 'Declaration'). Such procedures shall not be applicable to shares
of the Company that were purchase through lsraeli brokers, In such a
case, the Trust Amount shall be released by the Israeli Paying Agent
to such Israeli brokers who will be responsible for the Israeli
withholding process. In any case that such Declaration is not provided
within the Trust Period, the Trust Amount will be fully transferred to
the Israeli Tax Authority. It should be stressed that at this date no
assurances can be given that the requested Israeli Tax Ruling will in
fact will be obtained. The Company will publish an immediate report
upon the receiving of the Israeli Tax Ruling.
To the extent that amounts are so withheld and paid over to the
appropriate Governmental Authority by or on behalf of RISCO or the
Company (such as, by a Depositary Bank of the beneficial owners of
Converting Shares the Paying Agent and/or the Israeli Paying Agent),
RISCO or the Company, as the case may be, shall be treated as though
it withheld an appropriate amount of consideration otherwise payable
pursuant to the Merger Agreement to any former holder of Converting
Shares and paid an appropriate amount to such Governmental Authority.
Any amounts so withheld and paid over to the appropriate Governmental
Authority shall be treated for all purposes as having been paid
directly to the Person in respect of which such deduction and
withholding was made. RISCO and the Company applied to the ITA to seek
a pre-ruling for the method of deduction and applicable Tax rules. In
no event shall RISCO or the Company be required to pay interest on any
amounts payable to holders of Converting Shares so long as RISCO
timely complies with its obligations under the Merger Agreement.
Conditions to the Completion of the Merger
The obligations of each of the Company, RISCO and the Subsidiary to
effect the Merger are subject to the satisfaction (or waiver, if
permissible under applicable Law) of the following conditions:
- The Company Shareholders Approval shall have been
obtained in accordance with applicable Laws and the Company
Charter Documents;
- No Law or Order enacted, promulgated, issued,
entered, amended or enforced by any Governmental Authority
(collectively, 'Restraints') shall be in effect enjoining,
restraining, preventing, prohibiting or making illegal the
consummation of the Merger.
- At least 50 days shall have elapsed after the
filing of the Merger Proposals with the Companies Registrar
and at least 30 days shall have elapsed after the receipt of
the Company Shareholders Approval;
- The Parties shall have performed in all material
respects all obligations required to be performed by it under
the Merger Agreement at or prior to the Closing Date;
- The Company shall have obtained the Required
Regulatory Consent, which shall not include any burdensome
terms or conditions applicable to the Company, RISCO or their
respective Subsidiaries and Affiliates;
- There shall not be any Restraint in effect or any
Action pending or, to the Knowledge of the Company, threatened
by or before any Governmental Authority that is reasonably
likely to (i) restrain, enjoin, prevent, prohibit or make
illegal the acquisition of some or all of the Converting
Shares by RISCO or the Subsidiary or the consummation of the
Merger, (ii) impose limitations on the ability of RISCO
effectively to exercise full rights of ownership of the
Company, (iii) restrain, enjoin, prevent, prohibit or make
illegal, or impose limitations on, RISCO's ownership or
operation of all or any material portion of the businesses and
assets of the Company, RISCO or any of their respective
Subsidiaries, or (iv) compel RISCO to dispose of any shares of
the Company or to dispose of or hold separate any material
portion of the businesses or assets of the Company, RISCO or
any of their respective Subsidiaries;
Insurance
The Merger Agreement provides that the Company shall purchase, as of
the effective time of the Merger, a 'run off' policy to maintain in
effect the directors' and officers' liability insurance with respect
to the period prior to the effective time of the Merger in the same
amount and terms as applicable prior to the effective time of the
Merger, with an effective term of seven years from the effective time
of the Merger, to cover any insured events up until the effective time
of the Merger. The 'run off' policy shall specifically state it may
not be terminated by the insurance company.
The Merger Agreement provides that the Company, for a period of seven
years after the effective time of the Merger, shall maintain in effect
the above 'run off' policy in accordance with its terms.
Termination
The Company and RISCO also agreed that the Merger
Agreement shall be terminated in any of the following events:
- if the Merger is not consummated on or before the
Termination Date; provided, however, that the right to
terminate this Agreement under this clause shall not be
available to a party if the failure of the Merger to have been
consummated on or before the Termination Date was primarily
due to the failure of such party to perform any of its
obligations under this Agreement. 'Termination Date' means
December 31, 2015; provided, that the Termination Date may be
extended at RISCO's sole election by no more than 90 days in
the aggregate if on such date (a) the Company Shareholder
Meeting has not yet been held, (b) there are any Restraints
then in effect which are being challenged or appealed by RISCO
or at RISCO's request, (c) any Required Regulatory Consents
are then pending or have not been finally denied, (d) the
applicable waiting periods have not yet expired;
- if any Restraint shall be in effect and shall have
become final and nonappealable; provided, however, that the
right to terminate this Agreement under this clause shall not
be available to a party if such Restraint was primarily due to
the failure of such party to perform any of its obligations
under the Merger Agreement required by applicable law;
- if the Company Shareholder Approval is not obtained
by applicable law;
- if the Company or RISCO shall have breached or
failed to perform any of its covenants or agreements set forth
in the Merger Agreement (or if any of the representations or
warranties of the Company or RISCO set forth in the Merger
Agreement shall fail to be true), which breach, failure or
inaccuracy (A) would (if it occurred or was continuing as of
the Closing Date) give rise to the failure of a condition set
forth in the Merger Agreement (B) is incapable of being cured,
or, if susceptible to cure, is not cured by the violative
party within 30 calendar days following receipt of written
notice from the other Party of such breach or failure; or
Amendment of the Merger Agreement
At any time prior to the Effective Time, the Merger Agreement may be
amended or supplemented in any and all respects, whether before or
after receipt of the Company Shareholder Approval, by written
agreement of the parties hereto; provided, however, that following
receipt of the Company Shareholder Approval, there shall be no
amendment or change to the provisions which by Law would require
further approval by the Company's shareholders without such approval.
Governing Law; Venue
The Merger Agreement shall be governed by, and construed in accordance
with, the Laws of the State of Israel without regard to its conflict
or choice of law principles. In the event of any controversy, claim or
dispute between the parties arising out of or relating to the Merger
Agreement or any alleged breach thereof, either party may demand that
the dispute be exclusively resolved through binding arbitration by so
notifying the other party in writing. The arbitrator's decision shall
be final, conclusive and binding on the parties to the Arbitration,
and if either party requests the Arbitration shall be the exclusive
forum and dispute resolution procedure for any claims arising out of
(MORE TO FOLLOW) Dow Jones Newswires
June 30, 2015 10:43 ET (14:43 GMT)
DJ DGAP-HV: Electronics Line 3000 Ltd.: -4-
this Agreement or the subject matter hereof.
Interests of Controlling Shareholders in the Merger
Since RISCO is a controlling shareholder of both the Company and the
Subsidiary, then the Merger, with respect to the Company is deemed a
transaction in which a controlling shareholder has a personal
interest, pursuant to Section 270(4) of the Companies Law, and
therefore the Required Approval, as more specifically detailed above,
is subject to the requirements of Section 275 of the Companies Law,
requiring for an extraordinary transaction of a public company, with a
controlling shareholder, or in which a controlling shareholder has a
personal interest, the approval of the audit committee, the board of
directors and the shareholders, in that order.
It is proposed that at the Meeting, the following resolution be
adopted:
1. 'RESOLVED, to approve the Merger between the Subsidiary and the
Company.'
The Board recommends a vote FOR the approval of this proposed
resolution.
Dated: June 26, 2015
By Order of the Board of Directors,
Mr. Moshe Alkelai
Chairman of the Board
Appendix A
Electronics Line 3000 Ltd.
Ownership Certificate
Company Name: Electronics Line 3000 Ltd.
Company Registration Number: 51-334253-5
We, the undersigned, hereby certify, as of July 6, 2015, as follows:
Details of Shareholder:
(If there are several joint owners of the shares, their details should
all be included)
(1) Name of shareholder ________________
(2) Nationality of shareholder ___________
(3) I.D. No. __________________
If shareholder does not hold an Israeli I.D. -
Passport No. ______________ The Country of issuance
________________
If shareholder is a corporation -
Corporate identity number ___________
Country of incorporation __________
Details on the Shares:
(4) Name of the security - Ordinary Share;
Par value - N.I.S 5.00;
ISIN code - IL 0010905052
(5) Number of Share - __________
(6) Type of Shares: Ordinary
Approval by the recognized financial institution:
By: ____________
Date: _____________
Appendix B
ELECTRONICS LINE 3000 LTD.
THIS NOTICE OF APPOINTMENT AND INSTRUCTIONS FOR VOTING BY
MEANS OF PROXY ('PROXY') IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 3, 2015
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes Sari Ellenberg and Yaron Herman, each of them, the true
and lawful attorneys, agents and proxies of the undersigned, with full
power of substitution, to vote with respect to all the Ordinary Shares
of ELECTRONICS LINE 3000 LTD. (the 'Company'), standing in the name of
the undersigned at the close of trading on Monday, July 6, 2015, at
the General meeting of Shareholders of the Company to be held at 14:30
on Monday, August 3, 2015, at the Company's offices at 14 Hachoma
Street, Rishon LeZion, Israel and any and all adjournments thereof,
with all power that the undersigned would posses if personally present
and especially (but without limiting the general authorization and
power hereby given) to vote as follows:
The shares represented by the Proxy will be voted in the manner
directed, and if no instructions to the contrary are indicated, will
be voted 'FOR' in all Proposals listed above.
Dated: , 2015
Name
Signature
Please sign exactly as name appears at the Ownership Certificate. Each
joint owner should sign. Executors, administrators, trustees, etc.
should indicate the capacity in which they sign.
Appendix C
Share Capital Appraisal
Electronics Line 3000 Ltd.
Company Valuation (May 2015)
Table of Contents
1. INTRODUCTION
1.1 Purpose of engagement
1.2 About the Company
1.3 Objective of the Work
1.4 Sources of information
1.5 Summary of valuation results
2. LIMITING CONDITIONS
3. COMPANY OVERVIEW
3.1 General
3.2 New business model - distribution via Risco
3.3 Main products and products families
3.4 Global Partnerships
3.5 Company's Strategy
3.6 Historical financial performance
4. INDUSTRY OUTLOOK
4.1 The Smart Home Security Market
4.2 Market forecast
4.3 Falling System Costs
4.4 Increased competition in the market
4.5 Trends in technology
4.6 Intrusion alarm trends
4.7 Competitors
5. METHODOLOGY
5.1 General
5.2 Applied Valuation Method
5.3 Date of Valuation
6. VALUATION ASSUMPTIONS
6.1 Forecast Period
6.2 New business model
6.3 Underlying assumptions of the forecast
6.4 Discount rate
6.5 Financial Liabilities
6.6 Summary of the valuation
1. Introduction
1.1 Purpose of engagement
At the request of the management of Electronics Line 3000 Ltd.
(hereinafter - 'EL' or 'Electronics Line' or 'the Company'), we were
engaged to assist in performing a valuation of the share capital of
the Company as of December 31, 2014.
1.2 About the Company
Electronics Line was incorporated in Israel in December 2002. The
Company's shares are publicly traded on the General Standard, a market
operated by the Frankfurt Stock Exchange.
The Company is engaged in the design, development, production,
marketing and sale of electronic security with remote management
solutions, and complementary products for the mass residential and
small commercial markets. These solutions can be monitored and can
enable remote management of the premises for security, and automation
and video application.
The registered office of the Company is located at Rishon LeZion,
Israel.
1.3 Objective of the Work
For the purpose of this valuation analysis, we have employed the
Income Approach that is based on the Discounted Cash Flow (DCF) method
of valuation, which we found to be the most appropriate in this case.
The valuation of the Company is primarily dependent on the feasibility
of the financial projections provided by the management of the Company
and ultimately achieving the projected results.
1.4 Sources of information
The information was principally obtained through discussions with the
management of the Company, a review of several agreements, financial
reports, investor presentations, business plans and other relevant
documents and through outside research.
All the information provided by management have been accepted without
further verification as correctly reflecting the results of operations
and the financial and business conditions of the Company. We have not
performed an audit, review or compilation of this information in the
capacity of certified public accountants. Our work cannot be relied
upon to discover errors, irregularities, or illegal acts.
Please refer to the Limiting Conditions under which this work was
prepared.
The valuation was performed, among other things, on the basis of the
following sources of information:
* 5 year's business plan of the Company (including
financial projections).
* Presentation regarding Company's finance
projections.
* Annual financial statements of the Company for the
years 2010 - 2014.
* Legal agreements.
* Other information we received, at our request, from
the management of EL, including meetings and discussions we
held with the management.
* In addition, we also made use of other available
public information collected by us.
1.5 Summary of valuation results
Below is a summary of the valuation results of the company.
a. Methodology
To value the equity of Electronics Line, we applied the Income
Approach, utilizing the DCF model.
When applying the Income Approach, the annual free cash flows of the
Company was forecasted for the entire projection period. This was then
subsequently discounted to the present value through the application
of a discount rate of 15% that reflects the appropriate risk for the
Company. The present value of aggregate annual free cash flows
represents the total capital or the net asset value of the operating
entity, which totals the combined debt and equity capital or
enterprise value of the Company.
b. Valuation results
Based on the assumptions and estimates as set out below in this
report, the equity value of Electronics Line is estimated between $7.5
and $8.5 million, as follows:
Lower Range Upper Range
WACC USD Thousand USD Thousand
14% 7,927 9,073
15% 7,456 8,502
16% 7,053 8,009
For further details see chapter 6 and appendixes A, B and C.
c. Trading Market Value
It should be noted that the Trading Market Value of the company in the
last few months is lower than the calculated estimated value: the
average adjusted close price of the shares was EUR0.25 in the last
month, EUR0.31 in the last 6 months and EUR0.41 in the last year.
For further details about the Trading Market Value see appendix F.
d. Book Value
The equity book value as of December 31st 2014 is $4,449 thousands.
e. Contingent Claim
(MORE TO FOLLOW) Dow Jones Newswires
June 30, 2015 10:43 ET (14:43 GMT)
It should be noted that the Company is in process of filing a lawsuit
against its battery manufacturer (as well as against the insurance
company of the battery manufacturer) in sum of NIS 13.5M. We were
informed that as of the valuation date, the legal advisors of the
Company cannot predict the chances of winning the lawsuit since the
legal process is still at its preliminary stage, before a statement of
defense was submitted (see appendix E).
In addition, one of the Company's clients filed a lawsuit against the
Company on the grounds of a commercial dispute. The customer claims
damages and compensation in the amount of NIS 5M. We were informed
that as of the valuation date, the legal advisors of the Company do
not expect the Company to pay any material compensation.
Therefore, the estimated value of the Company as described below does
not include the possible positive effect and negative effect of the
abovementioned lawsuits.
The reader of this report should take into account the adjusted value
according to the predicted chances of this contingent claims.
We reserve the right to update our work in view of new information
that will be brought to our attention in this matter.
2. Limiting Conditions
This work constitutes the estimated value of Electronics Line 3000
Ltd. No other use may be made of this work, including being quoted in
a prospectus and/or any other document, without first obtaining the
express written consent from Fahn Kanne Consulting Ltd., save that
Fahn Kanne Consulting Ltd. has consented that this work may be
included in the materials sent to EL shareholders together with the
invitations for convening of shareholders meetings to be published by
the Company at Frankfurt Stock Exchange.
This work is based on, among other things, data obtained from the
management of the Company. The responsibility for the reliability of
the information, the data, representations and various explanations
with which we were provided in connection with the performance of the
work rests with the suppliers of the information. We are unable to
confirm the accuracy, integrity and fairness of the information. We
would like to emphasize that this work does not include a due
diligence and does not include an examination and verification of the
aforementioned data. Therefore, our work shall not be construed or
considered to be confirmation of the correctness, integrity or
accuracy of the data with which we were provided.
Under no circumstances whatsoever, are we to be held liable for any
loss, damage, cost or expense to be caused in any manner or form from
acts of fraud, misrepresentation, misstatement, provision of incorrect
information or withholding of information from us.
For purposes of this work, we assumed that the information provided to
us is accurate, complete, and fair and nothing has come to our
knowledge that might indicate a lack of reasonableness of the data we
used. If it becomes apparent that this assumption is incorrect, our
recommendation would change accordingly. Therefore, we reserve the
right to update our work in view of new information that was not
brought to our attention prior to our rendering a valuation in this
matter. In addition, this work should not be construed as a
recommendation to hold any shares, to vote in any matter, or as a
recommendation to purchase or sell the shares of the Company on the
basis of the findings of the work.
This opinion should not be construed as legal advice or a legal
opinion. Explanations of various documents that we reviewed were given
solely for purposes of this economic opinion. The information
appearing in our report should not be construed as containing all of
the information that a potential investor might need and it is not
designed to appraise the value of the Company for a different
investor, since different investors may have different goals and
considerations, as well as different methods of examination based on
different assumptions. Accordingly, the estimated economic value on
the basis of which various factors may perform economic transactions
could also be different.
We would like to point out that we have no personal interest in the
shares of the Company.
This valuation reflects our assessment of the various parameters and
is based an the information in our possession. If such assessments do
not reach fruition, the actual results may be significantly different
than the results of our appraisal.
Any third party who would wish to make use of this work may do so only
after signing a Consultant Release Letter in the formulation agreed by
us.
Neither bahn Kanne Consulting Ltd. nor any individuals associated with
this report shall be required by reason of this report to provide
testimony or to appear in tourt or at other legal proceedings, unless
specific arrangements to do so have been made.
We recommend that the reader peruse all of the assumptions made during
the entire appraisal process.
Sinccrely yours,
Kahn Kanne Consulting Ltd.
May 21, 2015
3. Company Overview
3.1 General
Electronics Line was incorporated in Israel in December 2002. The
Company's shares are publicly traded on the General Standard, a market
operated by the Frankfurt Stock Exchange.
The Company provides security solutions for the residential and small
commercial markets.
The Company is engaged in the design, development, production,
marketing and sale of electronic security with remote management
solutions, and complementary products for the mass residential and
small commercial markets. These solutions can be monitored and can
enable remote management of the premises for security, and automation
and video application. The registered office of the Company is located
at 14 Hachoma Street, Rishon LeZion, Israel.
3.2 New business model - distribution via Risco
We were informed that the Company signed a distribution agreement with
Risco Ltd. (hereinafter 'Risco') commencing October 2014.
Starting October 2014, all distribution activity will be provided via
Risco - sales managers, warehouse management, shipments, custom etc.
will be Risco's responsibility.
According to the Company management, the main reasons for this
decision are as follow:
1. Use Risco's global structure for better coverage.
2. Saving sales cost using Risco's professional
sales team.
3. Operational synergies with Risco that will allow
the Company to invest in R&D and marketing activities.
4. Introduce affordable products to Risco's
customers.
5. Reduce dependency on key customers.
For its distribution efforts, Risco will receive 15% of sales to
current customers and 20%-25% from sales to new customers.
Following the agreement, the Company has reduced its S&M personnel and
other S&M expenses.
In addition, the Company sold its entire inventory to Risco in the
last quarter of 2014, thus effecting 2014 financial results.
3.3 Main products and products families
The Company offers an array of security solutions for every need. EL's
wireless control systems enable end-users to choose the level of
control and monitoring they require using innovative remote solutions.
EL solutions enable new levels of control and maintenance in protected
sites through the ELAS (Electronics Line Application Server - see
description below), a proprietary remote management server. The
Company enjoys a unique market position in supplying ELAS-governed
systems for the home and workplace, which provide the multiple
benefits of a virtual security presence, convenient home automation,
and energy efficiency, all customized by the end-user and/or the
service provider.
EL's extensive product line includes both wired and wireless
solutions, as well as the integration of both types into one hybrid
system. EL solutions offer enhanced detection and
PSTN/IP/GSM/GPRS-based event reporting, along with advanced remote
management tools. The back-office support and customized branding of
EL solutions provide superior security with significant business
benefits and market expansion potential.
Advanced security detectors supply excellent interior and perimeter
protection while safety detectors offer enhanced environmental and
personal safety including: smoke, gas and water leak detection, panic
buttons and much more.
The systems can be activated using a variety of local control devices
such as keyfobs and keypads. EL also offers end-users and providers
advanced remote management applications for comprehensive control over
the system from any location.
Complementing accessories and add-ons include home automation modules,
zone expanders, receivers, sirens and more for a complete security
offering.
ELAS (Electronics Line Application Server)
ELAS is EL's cloud-based server which enables EL's intrusion systems
to be controlled remotely using the MyELAS smartphone app.
ELAS acts as a proxy that mediates between the various applications
and the panels. When the end-user exerts the MyELAS app, the
application connects to ELAS and ELAS in turn connects to its main
panel. Data is then transferred between the panel and the smartphone
in real-time.
Smartphone App
The MyELAS app enables end-users to control their EL intrusion systems
remotely, directly from their smartphones or via the web application
with the push of a button, giving them peace of mind at all times.
Remote Configuration and Diagnostics
(MORE TO FOLLOW) Dow Jones Newswires
June 30, 2015 10:43 ET (14:43 GMT)
