Results of Cash Tender Offer for Retalix Ltd. Shares

Published November 19th, 2009 - 02:07 GMT

Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal and
M.R.S.G (1999) Ltd. (collectively, the "Alpha Investors") announced today the
results of their cash tender offer to purchase up to 1,550,000 ordinary
shares of Retalix Ltd. (NasdaqGS: RTLX) ("Retalix") (representing, as of
today, but prior to the consummation of the private placement transaction
referenced below, approximately 7.6% of Retalix's outstanding shares) for
$9.10 per share, in cash, less any required withholding taxes and without
interest, from Retalix's public shareholders. The offer expired at 12:00
a.m., New York time, or 7:00 a.m., Israel time, on Thursday, November 19,
2009.

 

    As of the expiration of the offer, based on the final results provided by
American Stock Transfer & Trust Company, the U.S depositary for the offer,
and by Clal Finance Batucha Investment Management Ltd., the Israeli
depositary for the offer, a total of 1,513 Retalix shares, representing less
than 0.01% of the outstanding Retalix shares (prior to the consummation of
the private placement transaction referenced below), had been validly
tendered and not withdrawn. The Alpha Investors have accepted for purchase
all 1,513 such Retalix shares at a price of $9.10 per share, for a total cost
of $13,768.30 (excluding fees and expenses relating to the tender offer). The
depositaries will promptly pay for the shares accepted for purchase in the
tender offer.

 

    Concurrently with the expiration of the offer period and the acceptance
for purchase of the Retalix shares tendered, the Alpha Investors also
consummated their previously announced private placement investment in
Retalix and purchase of additional Retalix shares from Mr. Barry Shaked, a
founder of Retalix. The private placement and related transactions are
further described in Retalix's Report on Form 6-K filed with the Securities
and Exchange Commission (the "SEC") on November 19, 2009 and in the proxy
statement filed by Retalix with the SEC on September 21, 2009 (as Exhibit
99.1 to its Form 6-K filing on such date).

 

    MacKenzie Partners, Inc. is acting as the information agent for the
tender offer. Questions and requests for information about the tender offer
should be directed to MacKenzie Partners, Inc., at (212)929-5500 (Call
Collect) or Toll-Free (800)322-2885.

 

    About Retalix: Retalix is an independent provider of software solutions
to retailers and distributors worldwide. With over 40,000 sites installed
across more than 50 countries, Retalix solutions serve the needs of grocery
chains, convenience and fuel retailers, food and consumer goods distributors
and independent grocers. Retalix offers a portfolio of software applications
that automate and synchronize essential retail and supply chain operations,
encompassing stores, headquarters and warehouses. Retalix develops and
supports its software through 1,300 employees in its various subsidiaries and
offices worldwide. Retalix's international headquarters are located in
Ra'anana, Israel, and its American headquarters are located in Dallas, Texas.
For more information about Retalix, please visit http://www.retalix.com.

 

    About the Alpha Investors: The Alpha Investors' group is comprised of
Messrs. Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor and Mario
Segal (individually and on behalf of his wholly owned and controlled company,
M.R.S.G (1999) Ltd.) who together comprise a strong, successful and proven
team of investors and senior executives in Israel. They have excelled in many
of the business practices required for Israel-based IT software and services
companies to achieve global leadership. This group founded, managed, grew and
brought Amdocs Limited, a NYSE-listed company, from a start-up company to its
position of global market leadership today, with approximately $3 billion of
annual revenues, consistent profitability, 17,000 employees and a roster of
marquee household names as customers. For further information and resumes of
each of the aforesaid individuals, please see Retalix's proxy statement
serving as Exhibit 99.1 to the Form 6-K filed by Retalix with the Securities
and Exchange Commission on September 21, 2009.

 

    Forward-Looking Statements: This press release may contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and U.S. federal securities laws. Such
forward-looking statements involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results, performance
or achievements to differ materially from any future results, performance or
achievements or other guidance or outlooks expressed or implied by such
forward-looking statements. Various factors that could cause actual results
to differ materially from those expressed in such forward-looking statements
include but are not limited to: risks that the consummated transactions could
disrupt current plans, objectives and operations of Retalix; changes in the
public float of Retalix shares following consummation of the offer; the
occurrence of changes in the domestic and foreign market conditions; and
other risks detailed from time to time in Retalix's filings with the
Securities and Exchange Commission, including its Annual Report on Form 20-F.
In light of these risks, uncertainties, assumptions and factors, shareholders
and other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. We undertake no obligation to update publicly or revise any
forward-looking statement unless required by law.


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