Download Memorandum of principles with Gamma Management and Clearing

January 17, 2008
IMMEDIATE REPORT
We hereby announce that, today, the Company entered into a memorandum of principles with
Gamma Management and Clearing Ltd. (hereinafter: “Gamma”) and shareholders thereof.
Gamma is a private company engaged, inter alia, in the clearance of credit-card transactions.
According to the memorandum of principles, the Company, by itself or through a subsidiary, is to
acquire from the Gamma shareholders shares representing 49% of Gamma’s issued share capital,
in consideration of NIS 63.7 million, and it is also to grant Gamma a shareholder’s loan
subordinated to bank loans, in an amount of NIS 50 million. The transaction reflects a company
value of NIS 130 million for Gamma.
In addition, the Company will be given the option to acquire from the Gamma shareholders
additional shares representing 2% of Gamma’s issued share capital, according to the same
company value as the value at which the transaction for the acquisition of 49% of Gamma’s share
capital is to be executed. The option will be exercisable during a period of three years from the
transaction closing date. During a period of 24 months after the exercise of the option, the
Gamma shareholders will have the option to sell their holdings in Gamma to the Company, upon
the terms specified in the memorandum of principles.
Following the closing of the transaction, and up to the exercise of the option, the Company will
be entitled to appoint 40% of the total number of directors in Gamma.
The parties also intend to sign a detailed agreement which inter alia contains arrangements with
respect to the rights and obligations of the Gamma shareholders (such as rights of refusal, tagalong rights, etc.).
The closing of the transaction is conditional on the fulfillment of various suspensive conditions,
including the performance of a due diligence examination by the Company which does not find
any material deviation from Gamma’s anticipated annual profit for 2007 and/or reveal exposures
with a material effect on Gamma’s value, the approval of the Company’s board of directors, the
signing of a detailed agreement and the receipt of any approval or permit required by law. The
final date set in the memorandum of principles for the fulfillment of all these suspensive
conditions (excluding receipt of approvals or permits required by law) is February 7, 2008.
Sincerely yours,
Orly Kronman Dagan, Adv.
Vice President, Legal Adviser
and Company Secretary