CELJF Cellcom Israel Ltd (PK)

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number:  001-33271

CELLCOM ISRAEL LTD.

10 Hagavish Street

Netanya, Israel 42140

________________________________________________

(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 ☒ 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)(1):            

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 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 ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable

English summary of Registrant's immediate report filed with the Israeli Securities Authority, on September 1, 2021

CELLCOM ISRAEL ANNOUNCES AGREEMENTS TO MODIFY

SHARING AGREEMENT AND ADDITIONAL UPDATES

Netanya, Israel – September 2, 2021 – Cellcom Israel Ltd. (TASE: CEL) (hereinafter: the "Company") announced today that following its previous report (dated August 22, 2021) regarding Golan Telecom Ltd., or Golan, a wholly owned subsidiary of the Company's offer to purchase the full share capital of Marathon (018) Xfone Ltd. or Xfone, or its activity, on September 1, 2021, it reached agreements to modify the terms of its sharing and usage agreement with Xfone (hereinafter the "Principles Agreement") with a corporation (in establishment) controlled by Mr. Moti Ben Moshe (hereinafter the "Potential Buyer"),which submitted an offer to purchase Xfone and an arrangement with its creditorson September 1, 2021. The Principles Agreement is conditional on the approval of the Potential Buyer's offer to purchase Xfone by the creditors' meetings, the court and the receipt of the required approvals from the Israeli Ministry of Communications, or MOC, and the Israeli competition commissioner, and under which the Company will not demand additional payment from the creditors' fund.

 

The modifications to the sharing and usage agreement include, among others, Xfone's undertaking to obtain the amended license from the MOC and the allocation of frequencies by virtue of the last frequency tender and the payment of the license and frequency fees to the MOC,  the extension of the sharing and usage agreement validity for ten years from the date of receipt of the abovementioned approvals; and update of the consideration mechanism.

 

The parties intend to enter a detailed agreement.

 

The Principle Agreement does not prevent the Company from submitting an offer by itself (or by a group member) and is entitled to act at its discretion regarding its voting in the creditors' meetings. The company intends to support Golan and the Potential Buyer's offers.

 

There is no certainty that the required approvals will be obtained.

 

The Company estimates that the consideration the Company will receive from Xfone under the updated sharing agreement, should the Potential Buyer's offer be approved and the Principles Agreement enters into force, is significantly lower than what it would have received from Xfone under the current sharing agreement if it had not been breached by Xfone. As reported by the Company, Xfone does not pay the consideration it undertook to pay under the sharing agreement, since November 2020. However, the Company estimates that the expected consideration from the updated sharing agreement over the updated agreement period (ten years) is not materially different from the consideration that would have been received over the remainder of the original sharing agreement period (seven years) based on revenues recognized by the Company in the first half of 2021. The Company's estimates are  forward-looking information as defined in the U.S Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968. The Company's estimates may be realized differently than was estimated, inter alia, due to development in Xfone's subscriber base, regulatory and competitive changes and other factors that are not under the Company's control.

 

The Company further updates that the results of the creditors' meetings regarding the various purchase offers of Xfone are expected to be published tomorrow, following which a hearing was scheduled for September 5, 2021, in the Israeli insolvency court. The Company will further update on material developments.

 

About Cellcom Israel

 

Cellcom Israel Ltd., established in 1994, is a leading Israeli communications group, providing a wide range of communications services. Cellcom Israel is the largest Israeli cellular provider, providing its cellular subscribers with a broad range of services including cellular telephony, roaming services, text and multimedia messaging, advanced cellular and data services and other value-added services in the areas of  mobile office, data protection etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates advanced networks enabling high-speed broadband and advanced multimedia services. Cellcom Israel offers nationwide customer service including telephone customer service, retail stores, and service and sale centers. Cellcom Israel further provides OTT TV services, internet infrastructure and connectivity services and international calling services, as well as landline telephone services in Israel.

CELLCOM