Partner Communications Company Ltd. (“Partner” or “the Company”) (Nasdaq:PTNR)(TASE:PTNR), a leading Israeli mobile communications operator, announces that the Audit Committee and the Board of Directors of Partner approved and ratified the existing perennial agreement with Scailex Corporation Ltd. (“Scailex”), the controlling shareholder of Partner, to purchase, from time to time, cellular handsets, accessories and spare parts (“the Products”), manufactured by Samsung, that are imported to and marketed in Israel by Scailex and approved additional commercial arrangements between Scailex and Partner related to the annual volumes of purchases of the Products and to the annual gross profit margin of Scailex from transactions with Partner (together “the Samsung Products Agreement”) and the main terms will be detailed below.
a. The term of the Samsung Products Agreement shall be for a period of three years commencing on the date Scailex acquired control of Partner.
b. The Products prices of each order shall be determined by negotiations between the parties; however, the total and accumulative annual gross profit margin of Scailex from transactions with Partner regarding each type of transaction between the parties (purchase of handsets, accessories or spare parts) shall not exceed Scailex’s average gross profit margin from similar transactions with all parties to which Scailex sells, during the same calendar year that the transactions were carried out (“Average Gross Profit Margin”). If the total and accumulative annual gross profit margin for each type of transactions with Partner exceeds the Average Gross Profit Margin of the same type of transactions, Scailex will credit Partner the differences accordingly, except if the deviation is less than 10% from the Average Gross Profit Margin.
c. The total volume of the transactions between Scailex and Partner shall not exceed NIS 250 million annually. However, in accordance with the Samsung Products Agreement, Scailex and Partner may increase the scope of annual purchases by an additional amount of up to NIS 50 million, subject to the approval of the Audit Committee and Board of Directors of each of the companies.
For the sake of caution and due to the anticipated scope of the transaction, Partner regards the transaction as an extraordinary transaction that a controlling shareholder has a personal interest in.
The Samsung Products Agreement shall become effective subject to the approval of the General Meeting of Shareholders of Partner.
About Partner Communications
Partner Communications Company Ltd. (“Partner”) is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony and internet services) under the orange™ brand. The Company provides mobile communications services to over 3 million subscribers in Israel (as of September 30, 2009). Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR) .
Partner is an approximately 45%-owned subsidiary of Scailex Corporation Ltd. (“Scailex”). Scailex’s shares are traded on the Tel Aviv Stock Exchange under the symbol SCIX and are quoted on “Pink Quote” under the symbol SCIXF.PK. Scailex currently operates in three major domains of activity: 1) the sole import, distribution and maintenance of Samsung mobile handset and accessories products primarily to the three major cellular operators in Israel; 2) distribution and sale of various manufacturers’ mobile handsets, accessories and provision of maintenance services, through a chain of retail stores and booths (“Dynamica Cellular”), to end customers of Cellcom (as part of the acquisition of the controlling stake in Partner, Scailex announced to Cellcom the termination of the distribution agreement through Dynamic, effective July 1, 2010) and; (3) management of its financial assets.
For more information about Scailex, see http://www.scailex.com .
For more information about Partner, see http://www.orange.co.il/investor_site