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This article was originally published in The Gray Sheet

Executive Summary

Combination of Elbit Medical Imaging Ltd. with its publicly traded Elscint Ltd. subsidiary is outlined in a $14-per-share acquisition proposal announced Feb. 18. Under the terms of the $98.2 mil. deal, Elbit will acquire the roughly 7 mil. Elscint shares not currently owned by Elbit, or roughly 43% of the company. The $14-per-share price represents a 21% premium over Elscint's Feb. 17 closing price of 11-9/16. Haifa, Israel-based Elscint, developer of computer-based medical imaging systems, divested its nuclear medicine and magnetic resonance medical imaging businesses to General Electric's GE Medical Sytems division for $100 mil. in November. Sold simultaneously for $269.5 mil. was Elscint's computed tomography division, which went to Picker International, a subsidiary of U.K.-based General Electric Company, plc

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Elbit Medical Imaging Ltd

Israeli firm decides to scuttle a proposed merger with publicly traded subsidiary Elscint Ltd. As outlined in a Feb. 18 proposal, Elbit was to acquire the roughly 43% (7 mil. shares) of Elscint that it did not already own at $14 per share, or $98.2 mil. (1"The Gray Sheet" Feb. 22, p. 12). Elscint received a letter from a committee of Elbit independent directors stating that the proposed business combination "would not be in the best interests of shareholders." Elscint says its board "is in the late stages of a long-term process of evaluating various alternatives to increase shareholder value"

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