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Scitex Commences Additional Offer Period for Self Tender Offer
* All Conditions to the Tender Offer Have Been Satisfied
TEL AVIV, Israel, June 14 /PRNewswire-FirstCall/ -- Scitex Corporation Ltd.
(NASDAQ:SCIX)(TASE:SCIX) announced today that all of the conditions have been
satisfied for its previously-announced self tender offer to purchase a minimum
of 3,226,381 and up to 5,643,739 of its ordinary shares for $5.67 per share net
to the seller in cash, less any required withholding taxes and without
interest. According to a preliminary count by the depositaries for the offer,
as of 5:00 p.m., New York time, on June 14, 2004, there were approximately (1)
4,840,563 shares validly tendered and not properly withdrawn and (2) 2,756,759
shares represented by notices of objection to the offer.
Accordingly, as required by Israeli law and as contemplated in its offer to
purchase:
* Scitex is providing an additional period of four calendar days, until
5:00 p.m., New York time, or 12:00 midnight, Israel time, on Friday,
June 18, 2004, during which shareholders who, with respect to each
share owned by them, did not respond to the offer, have notified Scitex
of their objection to the offer, or have tendered such share but
withdrawn their tender prior to June 14, 2004, may tender such shares.
Shareholders will have no withdrawal rights during this additional
four-calendar day period; and
* Scitex will purchase, subject to proration (if any), the shares validly
tendered in the offer and not properly withdrawn prior to 5:00 p.m.,
New York time, or 12:00 midnight, Israel time, on June 18, 2004, the
final expiration date of the offer.
The closing price of Scitex's shares on the Nasdaq National Market today was
$5.60.
Important Notice and Information
IMPORTANT DISCLOSURE RELATING TO TAX CONSIDERATIONS APPLICABLE TO SCITEX'S SELF
TENDER OFFER AND PLANNED CASH DISTRIBUTION TO SHAREHOLDERS, INCLUDING A
DESCRIPTION OF AN APPROVAL OBTAINED FROM THE ISRAELI TAX AUTHORITY THAT IMPACTS
THE WITHHOLDING TAX RATES APPLICABLE THERETO, IS INCLUDED IN THE OFFER TO
PURCHASE. SHAREHOLDERS ARE URGED TO REVIEW THIS DISCLOSURE CAREFULLY AND TO
CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF TENDERING
SHARES IN THE TENDER OFFER AND/OR RECEIVING THE PLANNED CASH DISTRIBUTION.
This is not an offer to buy or the solicitation of an offer to sell any
ordinary shares. The tender offer that is described in this press release will
only be made through the Offer to Purchase, Letter of Transmittal and related
tender offer documents. All shareholders should read the tender offer materials
including any related amendments thereto, which were filed by Scitex with the
SEC and the ISA. Shareholders should read the tender offer materials because
they contain important information about the offer. The tender offer materials
and other filed documents are available at no charge on the SEC's website at
http://www.sec.gov/ and on the ISA's website at http://www.magna.isa.gov.il/,
and will also be made available without charge to all shareholders by
contacting MacKenzie Partners, Inc., the information agent for the tender
offer, at (212) 929-5500 or toll free (800) 322-2885. Shareholders are urged to
read these materials carefully before making any decision with respect to the
tender offer.
Scitex Corporation Ltd.
Scitex shares trade on Nasdaq and The Tel Aviv Stock Exchange under the symbol
"SCIX." For more information, please visit our Web site at
http://www.scitex.com/ .
Forward-Looking Statements
Except for the historical information herein, the matters discussed in this
news release include forward-looking statements within the meaning of the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements that are based on various assumptions (some of
which are beyond the Company's control) may be identified by the use of
forward-looking terminology, such as "may," "can be," "will," "expects,"
"anticipates," "intends," "believes," "projects," "potential," "are
optimistic," "view" and similar words and phrases. Actual results could differ
materially from those set forth in forward-looking statements due to a variety
of factors, including, but not limited to, (1) risks in product and technology
development, (2) market acceptance of new products and continuing product
demand, (3) the impact of competitive products and pricing, (4) changes in
domestic and foreign economic and market conditions, (5) timely development and
release of new products by strategic suppliers, (6) the impact of the Company's
accounting policies, (7) risks relating to the integration of new businesses,
(8) uncertainty of outcome of shareholders litigation, (9) uncertainty as to
the timing of the contemplated cash distribution and (10) the other risk
factors detailed in the Company's most recent annual report and other filings
with the US Securities and Exchange Commission. Except as may be required by
law, the Company does not undertake, and specifically disclaims, any obligation
to publicly release the results of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such forward-looking
statements.
Scitex and the Scitex logo are registered trademarks and registered service
marks of Scitex Corporation Ltd.
Contact:
Scitex Corporation Ltd.
Yahel Shachar
Chief Financial Officer
Tel: +972 3 607-5855
Fax: +972 3 607-5884
E-mail:
DATASOURCE: Scitex Corporation Ltd.
CONTACT: Yahel Shachar, Chief Financial Officer, Scitex Corporation
Ltd., +972-3-607-5855, or fax, +972-3-607-5884, or
Web site: http://www.scitex.com/