Haim Saban's takeover of Orange franchise Partner Communications Ltd. (Nasdaq: PTNR; TASE: PTNR) will be completed within days, after Saban Capital Group Inc. cleared the last obstacle to the deal - a permit from the Ministry of Communications for the deal. In a notice to the TASE yesterday, Partner's controlling shareholder Scailex Corporation (TASE: SCIX; Pink Sheets:SCIXF), controlled by Ilan Ben-Dov, said, "The company and the buyer are preparing to close the deal within a few days, under the terms of the acquisition agreement."
Under the deal, SB Israel Telecom Ltd., a wholly-owned special purpose vehicle of Saban Capital Markets, will acquire 31% of Partner, two-thirds of Scailex's stake, for NIS 250 million at NIS 32 per share, compared with yesterday's opening price of NIS 21.65 on the TASE. Saban will also assume Scailex's $300 million debt to Hong Kong's Hutchison Whampoa Ltd. (HKSE: 0018). Scailex will own 14% of Partner, and will be eligible for a NIS 115 million share of Partner's dividends on its profits for 2012.
The parties cleared the main obstacle to the sale - approval from the holders of Scailex's nine bonds, which total NIS 1.5 billion - in December 2012. Scailex will use sale proceeds to meet this year's bond payments on schedule.
When the deal is closed, Shlomo Rodav will be appointed chairman of Partner, succeeding Ben-Dov. Rodav served as chairman of Bezeq Israeli Telecommunication Co. Ltd. (TASE: BEZQ) when Saban was part of its controlling core and helped Saban and his partners make a huge profit.
Saban will also acquire 2% of Partner from Bank Leumi's (TASE: LUMI) investment arm Leumi Partners for NIS 80-90 million, at NIS 25-38 per share. Leumi Partners acquired 5% of Partner from Scailex for NIS 515 million in 2009. The bank subsequently wrote off most of the investment, and the current value of the stake is NIS 164 million, amounting to a 25% loss on the investment (including dividends). The sale of the Partner shares is part of the bank's effort to sell its non-financial holdings.
Partner's share price fell 0.4% on the TASE yesterday to NIS 21.56, but rose 0.4% on Nasdaq to $5.78, giving a market cap of $900 million.
Published by Globes [online], Israel business news - www.globes-online.com - on January 24, 2013
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