SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-C
(Rule 14d-100)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
ELRON ELECTRONIC INDUSTRIES LTD.
(Name of Subject Company (Issuer))
DISCOUNT INVESTMENT CORPORATION LTD.
(Name of Filing Person (Offeror))
ORDINARY SHARES, NOMINAL (PAR) VALUE NIS 0.003 PER SHARE
(Title of Class of Securities)
290160100
(CUSIP Number of Class of Securities)
KURT KEREN, ADV.
DISCOUNT INVESTMENT CORPORATION LTD.
THE TRIANGULAR TOWER, 44TH FLOOR, 3 AZRIELI CENTER, TEL AVIV 67023, ISRAEL
TELEPHONE: +972-3-607-5881
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
With copies to:
DANIEL E. WOLF, ESQ. IDO ZEMACH, ADV.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP GOLDFARB, LEVY, ERAN, MEIRI & CO.
FOUR TIMES SQUARE 2 WEIZMANN STREET,
NEW YORK, NEW YORK 10036 TEL AVIV 64239, ISRAEL
TELEPHONE: +972-3-608-9999 TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee*
N/A N/A
* Pursuant to Instruction D to Schedule TO, a filing fee is not required
in connection with this filing as it relates solely to preliminary
communications made before the commencement of a tender offer.
[_] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: None. Filing Party: Not Applicable.
Form or Registration No.: Not Applicable. Date Filed: Not Applicable.
[X] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transaction to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[_] issuer tender offer subject to Rule 13e-4
[_] going-private transaction subject to Rule 13e-3
[_] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
IMPORTANT NOTICE
THE FOLLOWING COMMUNICATION IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL ANY SECURITIES OF ELRON. THE POSSIBLE TENDER OFFER THAT IS
DESCRIBED IN THE FOLLOWING COMMUNICATION HAS NOT YET COMMENCED. ONCE A TENDER
OFFER COMMENCES, IF AT ALL, DISCOUNT INVESTMENT CORPORATION LTD. WILL FILE A
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS) WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC) AND THE ISRAELI SECURITIES AUTHORITY (ISA). SHAREHOLDERS SHOULD READ THE
TENDER OFFER STATEMENT IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER. THE TENDER OFFER STATEMENTS AND OTHER
RELATED DOCUMENTS, IF AND WHEN THEY ARE FILED, WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV AND ON THE ISA'S WEBSITE AT
HTTP://WWW.MAGNA.ISA.GOV.IL, AND WILL ALSO BE MADE AVAILABLE WITHOUT CHARGE TO
ALL SHAREHOLDERS BY CONTACTING THE CORPORATE SECRETARY OF DISCOUNT INVESTMENT
CORPORATION AT +972-3-6075888. ELRON SHAREHOLDERS ARE URGED TO READ THESE
MATERIALS, IF AND WHEN THEY BECOME AVAILABLE, CAREFULLY BEFORE MAKING ANY
DECISION WITH RESPECT TO ANY TENDER OFFER.
----------
On May 15, 2007, Discount Investment Corporation Ltd. ("DIC") filed a prospectus
(in Hebrew) with the Israeli Securities Authority and the Tel Aviv Stock
Exchange (the "Prospectus"). In the Prospectus, DIC stated that it is
considering purchasing additional shares of Elron Electronic Industries Ltd.
("Elron"), representing up to approximately 10% of Elron's outstanding shares,
by way of a tender offer or in another manner. No timing, size or terms of such
purchase have been determined and there is no assurance that such purchase will
take place.
2