Filed by Elbit Medical Imaging Ltd.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Elscint Ltd.
Commission File No.: 001-08781
The following is a press release disseminated by Elbit Medical Imaging Ltd. on
October 27, 2005:
- FOR IMMEDIATE RELEASE -
ELBIT MEDICAL IMAGING LTD. ANNOUNCES
RESULTS OF ITS SPECIAL GENERAL MEETING
Tel Aviv, Israel - October 27, 2005 - Elbit Medical Imaging Ltd. (NASDAQ:
EMITF) ("EMI") announced today that at a special meeting of its shareholders
held today EMI's shareholders approved by approximately 98% majority the
agreement and plan of merger between EMI and Elscint Ltd. ("Elscint"), a
subsidiary of EMI, dated August 21, 2005 (the "Merger").
Under the Merger, each 1 ordinary share of Elscint (other than Elscint
ordinary shares held by EMI and Elscint) will be exchanged for 0.53 ordinary
shares of EMI. Following the closing of the Merger Elscint will become a
wholly-owned subsidiary of EMI. [For additional details regarding the Merger,
see the registration statement published by EMI on September 27, 2005.]
The closing of the Merger is subject to the fulfillment of additional
conditions, which have not yet been obtained, including, among others, the
consent of various financing institution to the Merger and the receipt of a
final court order approving the Merger.
About Elbit Medical Imaging Ltd.
EMI is a subsidiary of Europe Israel (M.M.S.) Ltd. EMI's activities are divided
into three principal fields: (i) ownership, operation, management, acquisition,
expansion and development of commercial and entertainment malls in Europe,
primarily in Eastern and Central Europe; (ii) ownership, operation, leasing,
management, acquisition, expansion and development of hotels in major European
cities and ownership, operation and management of a commercial and entertainment
mall in Israel through its subsidiary, Elscint Ltd.; and (iii) research and
development in the image guided focused ultrasound activities through its
subsidiary, InSightec - Image Guided Treatment Ltd.
Any forward looking statements with respect to EMI's business, financial
condition and results of operations included in this release are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in such forward looking statements, including, but not
limited to, product demand, pricing, market acceptance, changing economic
conditions, risks in product and technology development and the effect of EMI's
accounting policies, risks related to the proposed merger of EMI and Elscint
such as a failure to successfully integrate the two companies or realize the
expected benefits from the proposed merger, as well as certain other risk
factors which are detailed from time to time in EMI's filings with the
Securities and Exchange Commission including, without limitation, EMI's Form F-4
Registration Statement filed with the Securities and Exchange Commission on
September 1, 2005 and Form 20-F Annual Report for the fiscal year ended December
31, 2004, filed with the Securities and Exchange Commission on June 30, 2005.
For Further Information:
Company Contact Investor Contact
Shimon Yitzhaki Kathy Price
Elbit Medical Imaging Ltd. The Anne McBride Company
(972-3) 608-6000 1-212-983-1702 x207
syitzhaki@europe-israel.com kprice@annemcbride.com
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