MERRILL LYNCH INTERNATIONALB Communications LTD • February 17th, 2015 • Communications services, nec
We understand that Bezeq The Israeli Telecommunication Corp. Ltd (“Bezeq”) proposes to enter into a sale and purchase Agreement, to be dated on or about the date of this letter (the “Agreement”), among Bezeq and Eurocom DBS Limited (“Eurocom”), pursuant to which, among other things, Bezeq has agreed to exercise the call option over 8.6% of the equity shares in DBS satellite services (1998) Ltd. (“YES”) and has agreed to purchase a 41.6% equity stake in YES and 100% of the shareholder loans to YES currently held by Eurocom and its affiliates (the “Transaction”) for up to NIS 1,050m in cash, subject to certain adjustments set forth in the Agreement to be paid to Eurocom (the “Consideration”) of which NIS 680m will be paid upon closing of the transaction and NIS 370m deferred and contingent upon the realization of certain conditions in accordance with the Agreement. The terms and conditions of the Transaction are more fully set forth in the Agreement and its appendices.
