Elbit Imaging closes transaction with Enter

Nov 25 2010

Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) ("Elbit") announced today that, further to its announcement dated September 13, 2010, it has successfully closed the transaction with Enter Holdings 1 Ltd. (TASE: ENHD) ("Enter") and Enter's controlling shareholders, resulting in the issuance of Enter shares representing a 90% interest in Enter and the grant of exercise-price free options exercisable into shares of Enter, which together with the aforesaid shares would constitute 98.6% of Enter's share capital (on a fully diluted basis), all in consideration for shares of InSightec Ltd. ("InSightec") representing 69.3% of InSightec's share capital and shares of Gamida Cell Ltd. ("Gamida") representing 31.6% of Gamida's share capital.

At closing, Enter granted its previous controlling shareholders exercise-price free options to purchase an aggregate 0.7% interest in Enter (on a fully diluted basis).

Following the closing, Enter's directors (other than the external directors) resigned from Enter's Board of Directors and the following new directors were appointed: Mr. Mordechay Zisser, Elbit's Executive President and controlling shareholder and Mr. Shimon Yitzhaki, Elbit's Executive Chairman of the Board of Directors.

In addition, on November 24, 2010, Enter's Board of Directors approved a private placement of Enter's securities in the aggregate amount of NIS 19 million (approximately $5.2 million), including two year options to invest an additional aggregate amount of NIS 19 million (approximately $5.2 million), all at a pre-money valuation of Enter at NIS 800 million (approximately $219 million) (on a fully dilution basis, without taking into account the value of the aforementioned options) following the completion of the private placement Elbit's shareholdings in Enter will be diluted to 93.47% (on a fully diluted basis).

Mr. Dudi Machluf, Co-CEO, Elbit Imaging, commented: "We are proud to announce the successfully completion of this transaction, enabling us to turn our Medical Division, which is comprised of our holdings in InSightec and Gamida, into a public company, allowing the public an opportunity to be a direct partner in our flagship medical companies."