012 Smile.Communications to Sell its Current Telecom Business to Ampal for NIS 1.2

012 Smile.Communications (NASDAQ Global Market and TASE:
SMLC), an Israeli telecommunications service provider, today announced that
it has signed an agreement with a wholly owned subsidiary of Ampal-American
Israel Corporation (Nasdaq: AMPL) to sell its current telecom business for
NIS 1.2 billion, or approximately $318 million. The transaction is subject to
customary closing conditions, including the receipt of regulatory approvals
from the Israel Ministry of Communications and the Israel Antitrust
Commissioner.

    Commenting on the transaction, Ms. Stella Handler, CEO of 012
Smile.Communications, said, "We are very pleased to enter into this agreement
with Ampal to sell 012 Smile.Communications' business. This transaction
represents an important step in finalizing our recently announced agreement
to acquire the controlling stake in Bezeq The Israel Telecommunication Corp.,
Israel's largest telecommunications provider (TASE: BZEQ)."

    Mr. Shaul Elovitch, Chairman of 012 Smile.Communications,
added, "During the past several years we have worked diligently to build 012
Smile.Communications' operations, with the result that 012 Smile has become
one of Israel's leading telecommunications providers and brands. We
congratulate Ampal on its decision to acquire the business of 012
Smile.Communications and on the successful conclusion of our agreement."

    J.P. Morgan plc acted as exclusive financial adviser and
Fischer Behar Chen Well Orion & Co. as legal adviser to 012
Smile.Communications in connection with the transaction.