Koor Industries Announces the Sale of its entire Holdings in Sheraton Moriah for approx. $24 million
2006年12月18日 - 8:17AM
PRニュース・ワイアー (英語)
TEL AVIV, Israel, Dec. 17 /PRNewswire-FirstCall/ -- Koor Industries
Ltd. (NYSE:KOR) ("Koor" or the "Company"), a leading Israeli
holding company, announced today that further to the negotiations
announced by it on December 6, 2006, the company has signed an
agreement (the "Agreement") to sell its entire holdings (56.5%) in
its subsidiary, Sheraton Moriah Hotels & Resorts (Israel) Ltd.
("Sheraton Moriah") to Azorim Development & Construction Co.
Ltd. ("Azorim"), for a total consideration of $23.8 million. The
sale by Koor is combined with a sale by Clal Tourism Ltd. ("Clal
Tourism") to Azorim of its entire holdings (100%) in its
subsidiaries Accor- Clal Israel Hotels (1995) Ltd. and Accor-Clal
Israel Hotel Management Company Ltd., together with outstanding
shareholders' loans (amounting to approx. $16.7 million) and
capital notes, for a total consideration of $44.2 million. Azorim
is entitled to perform the Agreement together with its controlling
shareholder, Boimelgreen Capital Ltd. Azorim is also entitled to
assign its rights and obligations according to the Agreement to a
company controlled thereby. In each case, Azorim shall remain as a
guarantor. The closing date of the transaction is scheduled for
April 9, 2007 (subject to each party's right to postpone this date
by up to 90 days) and it is subject to several conditions
precedent, inter alia, the receipt of all requisite corporate
approvals of the parties (including the approval of the
shareholders of Koor, by the requisite majority applicable under
law to a transaction with a controlling shareholder) and the
approvals of the Israel Antitrust Authority; the Investment Center
at the Ministry of Industry, Trade and Labor; the Ministry of
Tourism and the Israel Land Administration, if and as required.
Furthermore, the closing of the transaction is subject to the
approvals of the other shareholders of Sheraton Moriah as per the
existing agreements among them; to the right of first offer of
Starwood Hotels and Resorts Worldwide, Inc., a shareholder of
Sheraton Moriah, with respect to the transaction; and to the non
occurrence of a material adverse change in the terms under which
credit is provided by financial institutions to the companies being
sold. Azorim is also obligated to purchase Bank Hapoalim Ltd.'s
holdings in Sheraton Moriah under the same conditions, mutatis
mutandis, if the bank exercises its tag along right with respect to
the transaction. The consideration due to Koor is payable in three
installments: the first, in the amount of $6.3 million, not later
than December 21, 2006; the second, in the amount of $8.4 million,
not later than the closing date; and the remainder, in the amount
of $9.1 million, not later than March 27, 2008. In the event that
the transaction will not be consummated by the closing date due to
a breach of the Agreement by Azorim, Koor will be entitled to
retain the first installment as liquidated damages. Upon the
closing of the transaction, Koor will be released from guaranties
that it provided to Sheraton Moriah, in the amount of approx. $9.2
million. Koor is reviewing the accounting treatment of the
transaction. In the event that Koor will record a capital gain as a
result of the transaction, it is currently estimated at
approximately NIS 13 million. IDBD holds directly and through
Discount Investment Corporation Ltd. approximately 46% of Koor's
outstanding shares. Clal Tourism is wholly owned by IDBD. About
Koor Koor Industries is a leading Israeli holding company, focusing
on high- growth, internationally oriented, Israeli companies. Koor
actively invests in agrochemicals through Makhteshim Agan
Industries; in telecommunications through its holdings in ECI
Telecom, ECTel and Telrad Networks; and in venture capital through
Koor Corporate Venture Capital. Koor's ADSs (American Depositary
Shares) are traded on the New York Stock Exchange (NYSE:KOR) and
Koor's Ordinary Shares are traded on the Tel Aviv Stock Exchange
(TASE:KOR). For additional information on Koor please access our
website http://www.koor.com/. Company contact IR Contacts Avital
Lev, CPA, Investor Relations Ehud Helft/Kenny Green Koor Industries
Ltd. GK Investor Relations Tel: 972 3 607- 5111 Tel: 1 866 704 -
6710 Fax: 972 3 607- 5110 Fax: 972 3 607 - 4711 ; Forward looking
statements in this release involve a number of risks and
uncertainties including, but not limited to, international market
conditions, domestic political factors, technological developments,
ability to finance operations, and other factors which are detailed
in the Company's SEC filings. DATASOURCE: Koor Industries Ltd.
CONTACT: Avital Lev, CPA, Investor Relations of Koor Industries
Ltd., +972-3-607-5111, Fax +972-3-607-5110, ; or Ehud Helft , Kenny
Green, , both of GK Investor Relations, 1-866-704-6710, Fax
+972-3-607-4711 Web site: http://www.koor.com/
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