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Published on 7/2/2007 in the Prospect News Special Situations Daily.

ECI Telecom to be acquired in $1.2 billion all-cash transaction by Swarth affiliates

By Jennifer Chiou

New York, July 2 - ECI Telecom Ltd. said it entered into a definitive merger agreement to be acquired by affiliates of the Swarth Group in a transaction valued at $1.2 billion.

Swarth is an investment vehicle controlled by Shaul Shani and certain funds that have Ashmore Investment Management Ltd. as their investment manager.

Under the terms of the agreement, ECI shareholders will receive $10.00 per share in cash at closing, representing a premium of about 22% over ECI's average closing share price during the 30 trading days ended June 15.

The company confirmed it was in discussions with third parties regarding a possible transaction on June 17.

ECI noted that there is no financing condition.

The company also said that its board approved the agreement and recommended that ECI shareholders vote in favor of the transaction.

The closing of the transaction is subject to shareholder approval, certain regulatory approvals and other customary closing conditions.

It is anticipated that the transaction will be completed by the end of the year.

Each of Koor Industries, Clal Industries & Investments and a group led by Carmel Ventures, the owners of about 44% of ECI's outstanding ordinary shares, have entered into voting undertakings with the buyers, under which they have agreed to vote their shares in favor of the transaction. These undertakings will terminate if the ECI board changes its recommendation in favor of the proposed transaction with the current buyers.

Under the agreement, ECI may actively solicit alternative proposals from third parties until July 31.

Based in Petah Tikva, Israel, ECI provides networking infrastructure equipment.

Acquirer:Swarth Group affiliates
Target:ECI Telecom Ltd.
Transaction total:$1.2 billion
Price per share:$10.00
Announcement date:July 2
Expected closing:Before the end of the year
Stock price for target:Nasdaq: ECIL: $9.15 on June 29

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