-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IKVGMVzXicbGd1GgKCPlYZZr4zRufjb8rleqIeQbLUwyhXUSZ6QB9Yqkrl5d/4zu B/Vbfim8TIh96uQGCFZGyQ== 0000922423-05-000370.txt : 20050222 0000922423-05-000370.hdr.sgml : 20050222 20050222162945 ACCESSION NUMBER: 0000922423-05-000370 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050201 FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELSCINT LTD CENTRAL INDEX KEY: 0000032522 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08781 FILM NUMBER: 05631544 BUSINESS ADDRESS: STREET 1: 13 MOZES STREET CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 67442 BUSINESS PHONE: 01197236086011 MAIL ADDRESS: STREET 1: 13 MOZES STREET CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 67442 6-K 1 kl02111_6k.txt REPORT OF FOREIGN PRIVATE ISSUER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2005 Commission File Number_____ ----------- ELSCINT LIMITED (Translation of Registrant's Name Into English) 13 NOAH MOZES STREET, TEL AVIV 67442, ISRAEL (Address of principal executive offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F ---- ---- (Indicate by check mark whether 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 No X ---- ---- (If "Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .) 1 EXPLANATORY NOTE Attached are the following exhibits: 99.1 Press release, released publicly on November 29, 2004. 99.2 Press release, released publicly on November 30, 2004. 99.3 Press release, released publicly on December 13, 2004. 99.4 Press release, released publicly on December 27, 2004. 99.5 Press release, released publicly on February 2, 2005. 99.6 Press release, released publicly on February 17, 2005. 2 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. ELSCINT LIMITED --------------- (Registrant) Date: February 22, 2005 By: /s/ Rachel Lavine ------------------------------ Name: Rachel Lavine Title: President 3 EX-99 2 kl02111_exh99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ELSCINT LTD. REPORTS THIRD QUARTER 2004 RESULTS Tel Aviv, Israel - November 29, 2004- Elscint Ltd. (NYSE: ELT), a subsidiary of Elbit Medical Imaging Ltd. (NASDAQ: EMITF), today announced its results for the third quarter of 2004 and for the nine month period ended September 30, 2004. Third Quarter Results - --------------------- Consolidated revenues for the third quarter of 2004 were NIS 72.3 million ($16.1 million) compared to NIS 59.9 million reported in the corresponding quarter last year. Revenues from operating and managing hotels increased to NIS 51.1 million ($11.4 million) compared to NIS 47.6 million in the corresponding quarter last year. This increase is attributable mainly to: (i) an increase in revenues from hotels in the UK and from an apartment hotel in Romania, (ii) an increase in revenues of the Astrid Park Plaza Hotel in Antwerp, Belgium related to the opening of the Aquatopia attraction and (iii) the devaluation of the NIS against the Euro and the British Pound, which resulted in an increase in reported NIS revenues. Revenues from operations of the Arena entertainment and commercial center in Herzlia, Israel ("the Arena") increased to NIS 18.0 million ($4.0 million) compared to NIS 8.9 million in the corresponding quarter last year. This increase is primarily due to the Arena being in full-scale operation during the third quarter of 2004, as opposed to its partial operation during the corresponding quarter of the prior year. Revenues from hotel leasing for the third quarter of 2004 were NIS 3.3 million ($0.7 million) compared to NIS 3.4 million in the corresponding quarter last year. Gross profit for the third quarter of 2004 was NIS 20.1 million ($4.5 million) compared to NIS 19.4 million in the corresponding quarter last year. This increase is attributable to improved efficiencies in the hotel segment, which was offset in part by the result of the Arena in the third quarter of 2004. Operating loss for the third quarter of 2004 was NIS 4.6 million ($1.0 million) compared to NIS 6.2 million for the corresponding quarter last year. This decrease is the net result of an increase in gross profit and a decrease in general and administrative expenses, which were offset in part by an increase in selling and marketing expenses attributable to the operations of the Arena and an increase in hotel depreciation, amortization and other operational expenses. Loss from continuing operations for the third quarter of 2004 was NIS 23.1 million ($5.2 million), or NIS 1.39 ($0.31) basic loss per share, compared to NIS 4.4 million, or NIS 0.27 basic loss per share, for the corresponding quarter last year. This increase is attributable mainly to: (i) an increase in finance expenses, net, to NIS 12.3 million ($2.7 million), from NIS 1.3 million in the corresponding quarter of last year, due to exchange rates and CPI fluctuations, and (ii) an increase in other expenses, net, to NIS 3.4 million ($0.8 million), primarily due to impairment of fixed assets, from other income, net, of NIS 1.0 million for the corresponding quarter last year. Net income from discontinuing operations for the third quarter of 2004 was NIS 4.0 million ($0.9 million), or NIS 0.24 ($0.05) basic earnings per share, as compared to a loss of NIS 2.3 million or NIS 0.14 basic loss per share, for the corresponding quarter last year. This income is the result of collection of accounts receivables that were previously written off, as well as exchange rate fluctuations of the NIS against the US Dollar with respect to monetary assets and liabilities related to discontinuing operations. Loss for the third quarter of 2004 was NIS 19.2 million ($4.3 million), or NIS 1.15 ($0.26) basic loss per share, as compared to NIS 6.8 million, or NIS 0.41 basic loss per share, for the corresponding quarter last year. Nine-Month Results - ------------------ Consolidated revenues for the nine month period ended September 30, 2004, were NIS 211.3 million ($47.1 million) compared to NIS 145.5 million reported in the corresponding period last year. Revenues from operating and managing hotels increased to NIS 160.3 million (US$ 35.8 million) as compared to NIS 126.0 million in the corresponding period last year. This increase is attributable mainly to: (i) an increase in revenues from hotels in the UK and from an apartment hotel in Romania, (ii) an increase in revenues of the Astrid Park Plaza Hotel in Antwerp, Belgium related to the opening of the Aquatopia attraction, and (iii) the devaluation of the NIS against the Euro and the British Pound, which resulted in an increase in reported NIS revenues. Revenues from operations of the Arena increased to NIS 41.0 million ($9.2 million) compared to NIS 9.8 million in the corresponding period last year. The Arena was only partially opened at the end of June 2003. Revenues from hotel leasing increased to NIS 9.9 million ($2.2 million) compared to NIS 9.7 million in the corresponding period last year. This increase was primarily due to devaluation of the NIS against the British Pound, which was offset in part by a decrease in Elscint's percentage holding in the Bernard Shaw Hotel. Gross profit for the nine-month period ended September 30, 2004 was NIS 64.4 million ($14.4 million) compared to NIS 47.4 million in the corresponding period last year. This increase is attributable to improved efficiencies in the hotel segment, which was offset in part by the results of the Arena for the nine-month period. Operating loss for the nine-month period ended September 30, 2004, was NIS 10.8 million ($2.4 million) as compared to NIS 17.7 million in the corresponding period last year. This decrease is the net result of an increase in gross profit and a decrease in general and administrative expenses, which was offset in part by an increase in selling and marketing expenses attributable to the operations of the Arena and an increase in hotel depreciation, amortization and other operational expenses. Loss from continuing operations for the nine-month period ended September 30, 2004, was NIS 61.2 million ($13.7 million), or NIS 3.66 ($0.82) basic loss per share, compared to NIS 52.3 million, or NIS 3.14 basic loss per share, for the corresponding period last year. This increase is attributable mainly to: (i) an increase in other expenses, net, to NIS 5.7 million ($1.3 million), due to impairment of fixed assets, compared to other income, net, of NIS 5.5 million for the corresponding period, due to a gain from realization of monetary balances, and (iii) an increase in income taxes to NIS 2.8 million ($0.6 million), compared to tax benefit of NIS 3.1 million for the corresponding period last year. Net income from discontinuing operations for the nine-month period ended September 30, 2004 was NIS 5.4 million ($1.2 million), or NIS 0.32 ($0.07) basic earnings per share, compared to NIS 7.4 million or NIS 0.45 basic earnings per share, for the corresponding period last year. This income is mainly due to collection of accounts receivables that were previously written off. Loss for the nine-month period ended September 30, 2004 was NIS 55.8 million ($12.5 million), or NIS 3.34 ($0.75) basic loss per share, compared to NIS 44.9 million, or NIS 2.69 basic loss per share, for the corresponding period last year. Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the Arena commercial and entertainment center in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. For Further Information: Company Contact Investor Contact Marc Lavine Rachel Levine Elscint Ltd. The Anne McBride Company +972-3-608-6011 +212-983-1702 x.207 Mlavine@elscint.net rlevine@annemcbride.com ----------------------- Financial Tables Follow ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (1)
Convenience translation September 30, December 31, September 30, ------------------------------- ------------ ------------ 2004 2003 2003 2004 ------------- ------------ ------------ ------------ (Unaudited) (Audited) (Unaudited) ------------------------------- ------------ ------------ Reported (2) Adjusted (3) Adjusted (3) U.S.$ ------------- ------------ ------------ NIS (thousands) (thousands) ----------------------------------------------- ------------ ASSETS Current Assets Cash and cash equivalents 37,213 99,681 98,460 8,303 Short-term investments and deposits 165,640 161,072 164,571 36,957 Accounts receivable - trade, net 19,706 17,227 17,419 4,396 Other accounts receivable and prepaid expenses 23,473 44,369 30,432 5,237 Hotels inventories 2,725 2,349 2,865 608 --------- --------- --------- --------- 248,757 324,698 313,747 55,501 --------- --------- --------- --------- Long-term Accounts and Investments Investments, loans and long-term receivables, net 82,666 86,811 79,791 18,444 Investment in affiliated company 20,085 25,816 24,340 4,481 --------- --------- --------- --------- 102,751 112,627 104,131 22,925 --------- --------- --------- --------- Fixed Assets, Net 2,097,872 1,900,396 2,003,427 468,066 --------- --------- --------- --------- Other Assets, Net 7,057 15,382 10,916 1,575 --------- --------- --------- --------- Assets Related to Discontinuing Operations 14,893 15,516 16,228 3,323 --------- --------- --------- --------- 2,471,330 2,368,619 2,448,449 551,390 ========= ========= ========= =========
(1) Prepared in accordance with Israeli GAAP. (2) See Note A below. (3) NIS of December 2003. ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (1)
Convenience translation September 30, December 31, September 30, ------------------------------- ------------ ------------ 2004 2003 2003 2004 ------------- ------------ ------------ ------------ (Unaudited) (Audited) (Unaudited) ------------------------------- ------------ ------------ Reported (2) Adjusted (3) Adjusted (3) U.S.$ ------------- ------------ ------------ NIS (thousands) (thousands) ----------------------------------------------- ------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term credits 427,766 738,833 407,599 95,441 Accounts payable - trade 49,242 (*) 28,541 56,749 10,987 Accrued liabilities 80,668 (*) 80,367 76,955 17,998 --------- --------- --------- --------- 557,676 847,741 541,303 124,426 --------- --------- --------- --------- Long-term Liabilities Long-term debts 908,032 448,453 850,002 202,595 Liability for employee severance benefits, net 488 889 468 109 --------- --------- --------- --------- 908,520 449,342 850,470 202,704 --------- --------- --------- --------- Liabilities Related to Discontinuing Operations 77,772 90,045 82,217 17,352 --------- --------- --------- --------- Minority interest 29,752 28,911 28,261 6,638 --------- --------- --------- --------- Shareholders' Equity 897,610 952,580 946,198 200,270 --------- --------- --------- --------- 2,471,330 2,368,619 2,448,449 551,390 ========= ========= ========= =========
(*) Reclassified. (1) Prepared in accordance with Israeli GAAP. (2) See Note A below. (3) NIS of December 2003. ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1)
Convenience Convenience translation translation Nine months Three months Nine months ended Three months ended Year ended ended ended September 30, September 30, December 31, September 30, September 30, ----------------------- ----------------------- ------------ ------------- ------------- 2004 2003 2004 2003 2003 2004 2004 ----------- ---------- ----------- --------- ------------ ------------- ------------- (Unaudited) (Unaudited) (Audited) (Unaudited) ----------------------- ----------------------- ------------ ------------- ------------- Reported(2) Adjusted(3) Reported(2) Adjusted(3) Adjusted(3) U.S.$ NIS (thousands) (thousands) -------------------------------------------------------------- ----------------------------- Revenues Operating and managing hotels 160,342 125,974 51,063 47,600 189,205 35,774 11,393 Commercial and entertainment center 41,010 9,811 17,963 8,924 20,106 9,150 4,008 Hotel leasing 9,922 9,713 3,316 3,388 13,495 2,214 740 -------- -------- -------- -------- -------- -------- -------- 211,274 145,498 72,342 59,912 222,806 47,138 16,141 -------- -------- -------- -------- -------- -------- -------- Cost of revenues Hotels operations and management 99,993 86,507 32,244 31,733 128,301 22,310 7,194 Commercial and entertainment center 44,494 9,207 19,249 7,926 21,975 9,927 4,295 Depreciation of leased hotel 2,417 2,399 781 808 3,510 539 174 -------- -------- -------- -------- -------- -------- -------- 146,904 98,113 52,274 40,467 153,786 32,776 11,663 -------- -------- -------- -------- -------- -------- -------- Gross profit 64,370 47,385 20,068 19,445 69,020 14,362 4,478 Hotels' depreciation, amortization and other operation expenses 43,894 37,389 14,317 13,399 50,432 9,793 3,194 Initial expenses, net 891 2,840 532 1,043 4,303 199 119 Selling and marketing 10,721 2,187 3,009 2,014 8,948 2,392 671 General and administrative expenses 19,683 22,697 6,851 9,168 29,355 4,392 1,529 -------- -------- -------- -------- -------- -------- -------- 75,189 65,113 24,709 25,624 93,038 16,776 5,513 -------- -------- -------- -------- -------- -------- -------- Operating loss (10,819) (17,728) (4,641) (6,179) (24,018) (2,414) (1,035) Finance expenses, net (36,064) (37,478) (12,297) (1,275) (41,262) (8,046) (2,744) Other income (expenses), net (5,652) 5,481 (3,422) 1,013 (16,176) (1,261) (763) -------- -------- -------- -------- -------- -------- -------- Loss before income taxes (52,535) (49,725) (20,360) (6,441) (81,456) (11,721) (4,542) Tax benefit (income taxes) (2,771) 3,139 (353) 2,185 8,384 (619) (79) -------- -------- -------- -------- -------- -------- -------- Loss after income taxes (55,306) (46,586) (20,713) (4,256) (73,072) (12,340) (4,621) The Company's share in loss of affiliated company (4,858) (5,718) (2,086) (224) (7,019) (1,084) (465) Minority interest in loss (gain) of a subsidiary (1,031) 1 (348) 41 746 (230) (78) -------- -------- -------- -------- -------- -------- -------- Loss from continuing operations (61,195) (52,303) (23,147) (4,439) (79,345) (13,654) (5,164) Net income (loss) from discontinuing operations 5,372 7,398 3,994 (2,319) 12,972 1,199 891 -------- -------- -------- -------- -------- -------- -------- Loss (55,823) (44,905) (19,153) (6,758) (66,373) (12,455) (4,273) ======== ======== ======== ======== ======== ======== ========
(1) Prepared in accordance with Israeli GAAP. (2) See Note A below. (3) NIS of December 2003 ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1)
Convenience Convenience translation translation Nine months Three months Nine months ended Three months ended Year ended ended ended September 30, September 30, December 31, September 30, September 30, ----------------------- ----------------------- ------------ ------------- ------------- 2004 2003 2004 2003 2003 2004 2004 ----------- ---------- ----------- --------- ------------ ------------- ------------- (Unaudited) (Unaudited) (Audited) (Unaudited) ----------------------- ----------------------- ------------ ------------- ------------- Reported(2) Adjusted(3) Reported(2) Adjusted(3) Adjusted(3) U.S.$ NIS (thousands) (thousands) ----------------------------------------------------------- ----------------------------- Basic earnings (loss) per ordinary share (NIS 0.05 par value) from: Continuing operations (3.66) (3.14) (1.39) (0.27) (4.75) (0.82) (0.31) Discontinuing operations 0.32 0.45 0.24 (0.14) 0.78 0.07 0.05 --------- --------- --------- --------- --------- --------- --------- (3.34) (2.69) (1.15) (0.41) (3.97) (0.75) (0.26) ========= ========= ========= ========= ========= ========= ========= Weighted average number of shares and share equivalents (in thousands) 16,691 16,691 16,691 16,691 16,691 16,691 16,691 ========= ========= ========= ========= ========= ========= =========
(1) Prepared in accordance with Israeli GAAP (2) See Note A below (3) NIS of December 2003 Note A - Translation to Nominal-Historical Financial Reporting 1. Through December 31, 2003, the Company prepared its financial statements on the basis of historical cost adjusted for the changes in the general purchasing power of Israeli currency (hereafter - "NIS"), based upon changes in the consumer price index (hereafter - "the PCI"), in accordance with pronouncements of the Institute of Certified Public Accountants in Israel (hereafter - "the Israeli Institute"). With effect from January 1, 2004, the Company has adopted the provisions of Standard No. 12 - "Discontinuance of Adjusting Financial Statements for Inflation" - of the Israel Accounting Standard Boards and, pursuant thereto, the Company has discontinued, from the aforesaid date, the practice of adjusting its financial statements for the effects of inflation. The adjusted amounts of non-monetary items, as above, presented in the financial statements as of December 31, 2003 (hereafter - "the transition date"), are used as the opening balances for the nominal-historical financial reporting in the following periods. 2. The comparative figures included in these financial statements are based on the adjusted financial statements for the prior reporting periods, as previously presented, after adjustment to the CPI for December 2003 (the CPI in effect at the transition date). 3. (i) Non-monetary items have been adjusted according to the changes in the CPI from the date of acquisition or accrual (as the case may be) to December 2003, and from then (or from the date of acquisition/accrual, whichever is later) and up to the balance sheet date - without any further adjustment (in nominal values). Monetary items are presented in the balance sheet at their nominal values. (ii) Income and expenses, other than those deriving from non-monetary items, have been included at their nominal values. Income and expenses deriving from non-monetary items have been included on a consistent basis with the principles applied in the adjustment of the corresponding balance sheet items. EX-99 3 kl02111_exh99-2.txt EXHIBIT 99.2 PRESS RELEASE Exhibit 99.2 ELSCINT AND ELBIT MEDICAL TO PARTICIPATE IN TELEVISION CHANNEL TENDER JOINT VENTURE WITH TAYA GROUP TO BID FOR OPERATIONS OF ISRAEL'S CHANNEL 2 TV STATION Tel-Aviv, Israel - November 30, 2004 - Elscint Ltd. (NYSE: ELT) ("Elscint") today announced that on November 29, 2004, together with its controlling shareholder Elbit Medical Imaging Ltd. ("EMI"), it has entered into a binding Term Sheet with Taya Communications Ltd., an unrelated third party, for the establishment of a joint venture company ("the Tendering Company"), which shall submit a bid in the tender published by the Second Television and Radio Authority for the award of a license for the operation of the "Channel 2" television channel in Israel for a 10 year period. Pursuant to the Term Sheet, Elscint and EMI shall each acquire 25% of the Tendering Company (to be known as "Canne"), while Taya Communications Ltd., a public company traded on the Tel Aviv Stock Exchange and the owner and operator inter alia of television studios and media marketing companies ("Taya") will take up the remaining 50%. The bids in the tender are to be submitted by January 20, 2005. EMI and Elscint on the one hand, and Taya on the other hand, will each contribute one half of the anticipated costs to be incurred in the preparation and submission of the tender bid, anticipated to be in the aggregate amount of NIS 10 million (approximately $2.2 million). In the event that the tender bid is successful, Elscint and EMI will each contribute 25% of the financial obligations imposed upon the franchisee. Rachel Lavine, President and CEO commented: "The Channel 2 tender represents a unique opportunity to further develop our business model in the entertainment and leisure industry by expanding into the field of telecommunications." Abraham (Rami) Goren, Chairman of the Board of Elscint, added: "The Taya Group are a very professional team with considerable practical experience in television, and we are confident that our combined forces will enable us to put up an attractive and competitive bid." Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the Arena commercial and entertainment center in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. Company Contact: Investor Contact: ---------------- ----------------- Mr. Motti Sherf Rachel Levine 011-972-011-972-544-666332 The Anne McBride Company 1-212-983-1702 x207 rlevine@annemcbride.com ----------------------- EX-99 4 kl02111_exh99-3.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.3 ELSCINT CLARIFIES TERMS FOR PARTICIPATION IN JOINT VENTURE FOR TELEVISION CHANNEL TENDER Tel Aviv, Israel - December 13, 2004 - Elscint Limited (NYSE: ELT) (the "Company") hereby clarifies that, further to its announcement of November 30th, 2004 regarding the joint participation of the Company and Elbit Medical Imaging ("EMI"), the controlling shareholder of the Company, in the joint venture which intends to participate in the tender for a license for the operation of Israel's Channel 2 television channel (the "Transaction"), the participation of the Company in the Transaction was approved by the competent decision making bodies of the Company in accordance with the provisions of Section 1(4) of the Companies Regulations (Relief for Transactions with Interested Parties) of 2000. Accordingly, the Company's Audit Committee and Board of Directors have both approved the Transaction and determined that the terms of the Transaction with respect to the Company do not differ in any material respect from the terms of the Transaction with respect to EMI, taking into consideration the Company's and EMI's identical proportional share in the Transaction. Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the "Arena" commercial and entertainment center at Herzlia Marina in Israel. More information regarding the Company is available at: http://www.elscint.net This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. For Further Information: Company Contact Investor Contact - --------------- ---------------- Marc Lavine, Adv. Rachel Levine Elscint Limited The Anne McBride Company + 972-3-608-6001 + 212-983-1702 x207 mlavine@elscint.net rlevine@annemcbride.com - ------------------- EX-99 5 kl02111_exh99-4.txt EXHIBIT 99.4 PRESS RELEASE Exhibit 99.4 ELSCINT SIGNS LETTER OF INTENT FOR ACQUISITION OF ISRAELI OPERATIONS OF MANGO-MNG(TM), A LEADING INTERNATIONAL RETAIL BRAND Enhances Prestige of Arena Shopping and Entertainment Center Tel-Aviv, Israel - December 27, 2004 - Elscint Ltd. (NYSE: ELT) ("Elscint") today announced that on December 24, 2004, it executed a Letter of Intent for the acquisition of the Israeli operations and distribution rights of the internationally renowned retail brand name MANGO-MNG(TM) from its owners, which presently operate nine retail facilities in various cities in Israel ("the Acquired Company"). Upon consummation of the transaction, the Acquired Company will execute distribution agreements with the brand name owners for a 10-year period, subject to fulfillment of certain conditions. In consideration for the acquisition of 100% of the equity and voting rights in the Acquired Company, Elscint will pay an aggregate amount of (euro) 2.85 million (approximately $3.8 million at the date of this release). Elscint has retained the right to introduce additional purchasers, provided that it retains the control of the Acquired Company. The transaction is subject to successful completion of due diligence, the execution of definitive binding agreements, the approval of the Board of Directors of Elscint, and the obtaining of certain third party consents and regulatory approvals. It is anticipated that the transaction will be consummated by the end of the month of January 2005. Rachel Lavine, President and CEO of Elscint, commented: "Introducing the internationally renowned MANGO-MNG(TM) brand name to the tenant mix at the Arena Shopping and Entertainment Center will enhance its attraction to potential patrons and further build upon the center's prestigious reputation. We continue to be at the forefront of the latest trends in retailing." Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the Arena commercial and entertainment center in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. Company Contact: Investor Contact: ---------------- ----------------- Mr. Marc Lavine Rachel Levine 011-972-3-6086001 The Anne McBride Company mlavine@elscint.net 1-212-983-1702 x207 ------------------- rlevine@annemcbride.com ----------------------- EX-99 6 kl02111_exh99-5.txt EXHIBIT 99.5 PRESS RELEASE Exhibit 99.5 ELSCINT AND ELBIT MEDICAL BIDS FOR TELEVISION LICENSE JOINT VENTURE WITH TAYA GROUP SUBMITS BID FOR LICENSE TO OPERATE ISRAEL'S CHANNEL 2 TV STATION Tel-Aviv, Israel - February 2, 2005 - Elscint Ltd. (NYSE: ELT) ("Elscint") today announced that, further to its announcement of November 30, 2004 regarding the joint participation of the Company and Elbit Medical Imaging ("EMI"), the controlling shareholder of the Company, in a joint venture company ("Canne"); on January 31, 2005 Canne submitted its bid in the tender published by the Second Television and Radio Authority for the award of a license for the operation of the "Channel 2" television channel in Israel for a 10-year period commencing November 2005. Pursuant to the Term Sheet dated November 29, 2004 ("Term Sheet") Elscint and EMI each acquired 25% of Canne, while Taya Communications Ltd., a public company traded on the Tel Aviv Stock Exchange and the owner and operator inter alia of television studios and media marketing companies ("Taya"), acquired the remaining 50%. Within the framework of the tender bid and the resolution of the Board of Directors dated November 28, 2004, Elscint and EMI have undertaken to make available to Canne credits and guarantees and to finance working capital and other liabilities, up to an aggregate amount of NIS 32.5 million (approximately $7.5 million), as required, if the tender bid is successful. Elscint and EMI have a right, for the period of 12 months after the commencement of broadcasting by Canne, to convert their holdings in Canne to shares in Taya under certain agreed conditions. Pursuant to the Term Sheet, the parties also agreed to nominate Mr. Oren Most as General Manager of Canne on terms agreed in principle between Mr. Most and Taya. On January 27, 2005, Canne signed an employment agreement with Mr. Most adopting the above terms. In addition, the Term Sheet provides that Elscint and EMI will each bear 25% of the financial cost to be incurred by Taya deriving from: (a) 2.5% of the outstanding shares of Canne allotted to Mr. Most by Taya, whether by way of dividends or upon divestment; and (b) the exercise by Mr. Most of certain options awarded to him by Taya to acquire shares in Taya, up to a maximum amount of NIS 500,000 ($116,500) each. Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the Arena commercial and entertainment center in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. Company Contact: Investor Contact: - ---------------- ----------------- Mr. Marc Lavine Rachel Levine +011-972-3-6036000 The Anne McBride Company +1-212-983-1702 x207 rlevine@annemcbride.com ----------------------- EX-99 7 kl02111_exh99-6.txt EXHIBIT 99.6 PRESS RELEASE Exhibit 99.6 Elscint Holding Gamida-Cell and Teva to Develop and Commercialize StemEx(R) for Treatment of Leukemia Preparations Underway to Commence Phase II/III Study Tel-Aviv, Israel - February 17, 2005 - Elscint Ltd. (NYSE:ELT) ("Elscint") today announced that Teva Pharmaceutical Industries Ltd. ("Teva") (Nasdaq:TEVA) has exercised its option to enter into a joint venture with Gamida-Cell Ltd. ("Gamida-Cell"), in which Elscint (through a wholly owned subsidiary) holds 29.2% on a fully diluted basis, in order to develop and commercialize StemEx(R) for the treatment of Leukemia and Lymphoma. Gamida-Cell (www.gamida-cell.com) is a leader in the expansion of hematopoietic (blood) stem cell therapeutics in clinical development for cancer and autoimmune diseases, as well as future regenerative cell-based medicines including cardiac and pancreatic repair. As part of its investment in Gamida-Cell in 2003, Teva holds an option to jointly complete development and globally commercialize StemEx(R). Teva will invest, under certain conditions, up to $25 million in the joint venture. Currently, only 15% of patients requiring bone marrow transplantation, who do not have genetically matched relatives, are able to find matching donors. StemEx(R), which was developed by Gamida-Cell based on inventions from the Hadassah hospital in Jerusalem, is cord blood highly enriched with stem cells. Data from Gamida-Cell's Phase I/II study presented at the annual conference of the American Society for Hematology in December 2004, demonstrated that StemEx(R) has the potential to fulfill a life saving need for the majority of patients who cannot find matching donors. . Rachel Lavine, President and CEO of Elscint, commented: "As the largest shareholder in Gamida-Cell, we are pleased to see a prominent partner such as Teva recognize the potential of the company's science and partner with them to achieve their strategy of leading the Cell Therapy market." "Gamida-Cell is pleased to continue and expand its collaboration with Teva. It is our intention to begin a pivotal Phase II/III study of StemEx(R) and secure fast track designation," said Gamida-Cell CEO, Mr. Ehud Marom. "The execution of our agreement with Teva places Gamida-Cell in the lead of the emerging, multi billion dollar Cell Therapy market." Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the Arena commercial and entertainment center in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. Company Contact: Investor Contact: ---------------- ----------------- Mr. Marc Lavine Rachel Levine +011-972-3-6036000 The Anne McBride Company +1-212-983-1702 x207 rlevine@annemcbride.com -----END PRIVACY-ENHANCED MESSAGE-----