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TEXT-Elron completes offer to buy Given Imaging shares

Sun Jun 22, 2008 7:30am EDT

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(The following was issued by Israel's Elron Electronic Industries (ELRN.O) (ELRN.TA)):

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June 22 - Elron Electronic Industries Ltd. (NASDAQ:ELRN) (TASE:ELRN), announced today that it has successfully completed its previously announced tender offer to purchase 1,462,640 ordinary shares of Given Imaging Ltd. (Nasdaq & TASE: GIVN) at $16.54 per share, net to the seller in cash, less any required withholding taxes and without interest.

The tender offer, which commenced on May 16, 2008, expired on June 20, 2008 at 10:00 a.m., New York time, or 5:00 p.m., Israel time.

Elron has been advised by the depositaries for the tender offer that, as of the final expiration of the tender offer, a total of 5,330,044 Given Imaging shares had been validly tendered pursuant to the offer representing approximately 18.2 percent of the issued share capital of Given Imaging.

As contemplated in the offer to purchase, Elron has accepted for purchase 1,462,640 tendered Given Imaging shares comprising as of June 16, 2008, 5 percent of Given Imaging's issued and outstanding shares and voting rights, on a pro rata basis based on a pro ration factor of 0.2744, from all shareholders who have validly tendered their Given Imaging shares.

Payment for the Given Imaging shares accepted will be made promptly through American Stock Transfer & Trust Company or Clal Finance Batucha Investment Management Ltd., the depositaries for the tender offer.

After payment for the Given Imaging shares tendered in the offer and accepted for payment, Elron will beneficially own 9,464,820 ordinary shares of Given Imaging, representing approximately 32.4 percent of the issued and outstanding shares and voting rights of Given Imaging, or 48.5 percent when taken together with 4,719,528 additional ordinary shares beneficially owned by affiliates of Elron.



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