The Company hereby announces that on 11 June 2015, Electra Consumer Products (1951) Ltd., a wholly owned subsidiary of The Company (ECP 1951), engaged with third parties that are not related to the Company or to its controlling shareholder (The Sellers) in an agreement in which ECP 1951 would acquire from The Sellers the balance of its shares (50%) of Beres Electra Cellular Communication Ltd. (The Sold Shares and Beres, as the case may be)1, as well as a perpetual capital note in the amount of NIS 1,821 thousand (Capital Note and The Agreement as the case may be). Below are the key points of the Agreement:
1 The balance of Beres shares (50%) are held by ECP 1951. As of the report date, the Group, via Beres, specializes in import, marketing and provision of maintenance services to cell phones made by Sony Mobile Communication AB (SONY and Beres operations, as the case may be
1. In consideration for the acquisition of the Sold Shares and Capital Note, ECP 1951 will pay the Sellers NIS 5.9 million.
2. On the eve of completion of said transaction, Beres will distribute dividends to its shareholders, including the Sellers, in the amount of NIS 16.7 million, based on the audited financial statements of Beres as of 31 March 2015, of which ECP 1951's share is NIS 8.3 million.
3. Completion of the transaction is subject to compliance with several pending stipulations on 25 August 2014 that include, inter alia: (1) obtaining approval of the Anti-Trust Commissioner of the transaction; (2) SONY's consent of the transaction, including SONY approval that the agreements with it will remain in effect even after the completion date in accordance with its stipulations and (3) approval of the bank corporations of the transaction (including transfer of control in Beres). Company management expects that the transaction will be completed in Q3 2015.
4. Since on the date of the Agreement, the Company did not exclusively control Beres, and in light of the provisions of IFRS 3 regarding the acquisition of control in stages, upon completion of said transaction, the Company will begin to consolidate the financial statements of Beres and on the date of completion of the transaction, is expected to recognize in its financial statements a profit in the amount of NIS 4 million attributed to the revaluation of the investment at fair value. This information is not forward-looking information, depends primarily on Beres's results to the date of completion of the transaction and is based on the Company assessment regarding the timing of the completion of the transaction. Accordingly, it might not materialize or might materialize differently than anticipated, inter alia, if the transaction is not completed, or if its completion is delayed or if any change occurs in Beres's results to the date of completion of the transaction. Furthermore, it will be noted that this figure regarding projected profits has not yet been audited by the Company's independent auditor.