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Elbit Imaging Announces Share Purchase Agreement With Enter Holdings
Date:9/13/2010

of Enter, which together with the aforesaid shares will constitute 98.6% of Enter's share capital (on a fully diluted basis), all in consideration for shares of InSigthec Ltd. ("InSightec") representing 54.8% of InSightec's share capital (on a fully diluted basis) and shares of Gamida Cell Ltd. ("Gamida") representing 28.3% of Gamida's share capital (on a fully diluted basis). Under the provisions of the Agreement, simultaneously with the closing of the transaction, Enter's controlling shareholders will be granted by Enter exercise-price free options to purchase a 0.7% interest in Enter (on a fully diluted basis) and Elbit will be entitled to allow additional investors to invest and purchase up to a 10% interest in Enter at a valuation of NIS 800 million. The closing of the transactions contemplated by the Agreement is subject to the fulfillment of certain conditions precedent stipulated in the Agreement, including obtaining the approval of Enter's shareholders.

Mr. Dudi Machluf, Co-CEO, Elbit Imaging, commented: "At the beginning of the year we resolved to turn our Medical Division, which include our holdings in InSightec and Gamida, to a public company. A number of options were reviewed and eventually we decided to transfer our Medical Division to a shell company. As a part of the transaction, we intend to raise funds from institutional and private investors at a company valuation of NIS 800 million for Enter, and thereafter to allow the public to be a direct partner in the group's flagship medical companies.

About InSightec

InSightec Ltd. is a privately-held company owned by Elbit Imaging, General Electric, MediTech Advisors, LLC and employees. It was founded in 1999 to develop the breakthrough MR guided Focused Ultrasound technology and transform it into the next generation operating room. Headquartered near Haifa, Israel, the company has over 160 employees and has invested more than $130 million in research, development, and clinical inv
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SOURCE Elbit Imaging Ltd.
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