0001178913-17-001975.txt : 20170629 0001178913-17-001975.hdr.sgml : 20170629 20170629135449 ACCESSION NUMBER: 0001178913-17-001975 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170629 FILED AS OF DATE: 20170629 DATE AS OF CHANGE: 20170629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELRON ELECTRONIC INDUSTRIES LTD /NY/ CENTRAL INDEX KEY: 0000315126 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11456 FILM NUMBER: 17937772 BUSINESS ADDRESS: STREET 1: ADVANCED TECHNOLOGY CTR STREET 2: P O BOX 1573 CITY: HAIFA ISRAEL 31015 STATE: L3 6-K 1 zk1720219.htm 6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the Month of June 2017 
ELRON ELECTRONIC INDUSTRIES LTD.
(Translation of Registrant’s Name into English)
 
 3 Azrieli Center, Triangle Building, 42nd Floor, Tel Aviv  • ISRAEL
(Address of Principal Corporate Offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F þ  Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Indicate by check mark if the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
 
Yes o No ☐

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-(2):  82-_______

 
English translation of Immediate Report filed with the Israeli Securities Authority on June 29 2017
 
Tel Aviv, June 29, 2017 – Further to the immediate report issued by Elron Electronic Industries Ltd. ("Elron”) on April 20, 2017, Elron today announced that Microsoft Israel Research And Development (2002) Ltd.  (the "Acquirer"), has signed a definitive agreement with Cloudyn Software Ltd. ("Cloudyn") and its shareholders for the acquisition of the entire outstanding share capital of Cloudyn (the "Transaction"), out of which approximately 34% (on a fully diluted basis), is held by Elron's 50.1% subsidiary, RDC-Rafael Development Corporation Ltd. ("RDC"). Cloudyn develops and markets software-as-a-service (SaaS) solutions for cloud business management in global organizations.

Pursuant to the definitive agreement and insofar as the Transaction is completed:

 
1.
Out of the Transaction consideration, RDC will receive an amount of approximately $17 million subject to purchase price adjustments (of which an amount of approximately $1.8 million will be deposited in escrow for a period of 18 months, mainly in order to secure certain indemnification obligations of the selling security holders to the Acquirer).
 
2.
Elron expects to record a net gain with respect to the Transaction estimated at this stage at approximately $6 million, representing Elron’s share of the net gain estimated at this stage to be recorded by RDC.
 
According to the definitive agreement, the Acquirer is entitled to certain indemnities in connection with the Transaction, as is customary in transactions of this type, from the selling security holders. The completion of the Transaction is subject, among other things, to customary closing conditions as well as obtaining applicable regulatory and other third party approvals.   

There is no assurance as to the completion of the Transaction or the timing thereof.
 
Reason for which reporting was delayed:
 
The report on the Transaction was delayed in accordance with Regulation 36 (b) of the Israel Securities' Regulations (Periodic and Immediate Reports), 1970, due to Cloudyn's assessment, based on information provided to it by the Acquirer, that publication of the report prior to the signing of the definitive agreement could prevent the signing of the definitive agreement and the consummation of the Transaction.
 
On June 29, 2017, at 15:00.  the impediment was removed due to the signing of the definitive agreement.
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
ELRON ELECTRONIC INDUSTRIES LTD.
 (Registrant)
 
By: /s/Yaron Elad
 
Yaron Elad
VP & CFO
 
Dated:  June 29, 2017
 
 
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