Electronics Line 3000 Ltd.
Electronics Line 3000 Ltd.: Completion of Merger and Update on Handling of Israeli Withholding Tax
DGAP-News: Electronics Line 3000 Ltd. / Key word(s): Merger/Squeeze Out Rishon LeZion, Israel (October 23, 2015) – The special general meeting of Electronics Line 3000 Ltd. (the “Company”) which took place on August 3, 2015, approved the proposed merger between the Company and a wholly owned subsidiary of RISCO Ltd (“RISCO”). Under the Merger Agreement, RISCO agreed to purchase all of the Company’s outstanding share capital, which is held by shareholders of the public against a compensation of EUR 0.46 per share, such that the total consideration paid in cash by RISCO for the shares will be approximately EUR 2.3 million (the “Total Merger Consideration”). The Merger was completed and came into effect following the issuance of a Certificate of Merger by the Companies Registrar, in accordance with the Israeli Companies Law. In consequence, the shares formerly held by the public have been transferred to RISCO by virtue of law. Such former shareholders of the public are entitled to receive the Total Merger Consideration. 102 Capital Management has been appointed by the Company as an Israeli sub paying agent, who will be responsible for the remittance of the Israeli taxes to the Israeli Tax Authority (respectively, the “Sub Paying Agent” and the “ITA”). The Sub Paying Agent will withhold at source 26.5% of the Total Merger Consideration to be paid to the Shareholders (the “Withheld Tax Amount”). The payment of the Total Merger Consideration less the Withheld Tax Amount to the former public shareholders will be carried out by biw Bank für Investments und Wertpapiere AG, Willich. Important notice: All Shareholders must apply to the Company in order to refund all or part of the Withheld Tax Amount (as applicable) and not to the Israeli Paying Agent as previously stated. All Required Documents must be sent to the Company, via email to Tax.Declarations@electronics-line.com or to fax number +972-3-9637775. All applications must be filed with the Company until and no later than December 28, 2015, 18:00 CET. Shareholders who fail to do so, will have to handle their tax issues independently and deal with the Israeli Tax Authority directly. The complete original ruling in the Hebrew language and an extract of its main terms as well as detailed instructions for applying for the refund of the Withheld Tax Amount, including a list of the required documents and the necessary forms, are available for download at the Company’s website in the Investor Relations section. Following effectiveness of the Merger, the trading of the shares of Electronics Line on the regulated market (General Standard) of the Frankfurter Stock Exchange has been suspended with effect from 15 October 2015. The Company initiated the delisting of its shares from the Frankfurt Stock Exchange, because the share capital is entirely owned by RISCO and its controlling shareholders and shall no longer be publicly traded. For more information please contact: About Electronics Line (EL): Upgrading Everyday Security EL’s wireless 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. Global Partnerships EL has made emerging technology, user-friendly design and exceptional quality the benchmarks for serving its international network of clients and partners. Drawing on a tradition of pioneering expertise, EL specialists also provide security integration consultancy, installation service, training and technological support. EL was established in 1982 and is headquartered in Israel. The Company is publicly traded on the Frankfurt Stock Exchange (ELN) and is part of the RISCO Group, an established leader in the international security market. Disclaimer: This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements involve a number of known and unknown risks and uncertainties that could cause the Company’s future results, performance or achievements to differ significantly from those expressed or implied by such forward-looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward-looking statements, are set forth in the Company’s Annual Report and its other filings and releases. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. 2015-10-23 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
Language: | English | |
Company: | Electronics Line 3000 Ltd. | |
14 Hachoma St. | ||
75655 Rishon LeZion | ||
Israel | ||
Phone: | 00972 3 9181333 | |
Fax: | 00972 3 9616 584 | |
E-mail: | investor.relations@electronics-line.com | |
Internet: | www.electronics-line.com | |
ISIN: | IL0010905052 | |
WKN: | A0B5R7 | |
Indices: | DAXsector All Technology, DAXsector Technology, DAXsubsector All Communications Technology, DAXsubsector Communications Technology , Prime All Share, Technology All Share, | |
Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Munich, Stuttgart | |
End of News | DGAP News Service |
404965 2015-10-23 |