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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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MEDIS EL LTD.
(Name of Subject Company)
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MEDIS EL LTD.
(Name of Person Filing Statement)
ORDINARY SHARES, PAR VALUE NIS 0.1 PER SHARE
(Title of Class of Securities)
M6879H 10 3
(CUSIP Number of Class of Securities)
ROBERT K. LIFTON
Chief Executive Officer
Medis El Ltd.
805 Third Avenue
New York, New York 10022
(212) 935-8484
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf
of the Person Filing Statement)
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WITH A COPY TO:
ELLIOT BRECHER, ESQ.
STEPHEN E. FOX, ESQ.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
Fax: (212) 755-2839
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ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Medis El Ltd., an Israeli
corporation (the "Company"). The address of the principal executive offices of
the Company is 14 Shabazi Street, Yehud 56400, Israel; telephone 972 3 632 0816.
The title of the class of equity securities to which this Statement relates is
the ordinary shares, par value NIS 0.1 per share, of the Company (the "Shares").
As of April 25, 2000, there were 10,662,840 Shares outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The name, address and telephone number of the Company, which is the
person filing this Statement, are set forth in Item 1 above.
This Statement relates to the offer made by Medis Technologies Ltd., a
Delaware corporation ("MTL"), to exchange 1.37 shares of common stock, par value
$.01 per share, of MTL, for each outstanding Share not beneficially owned by
MTL, upon the terms and subject to the conditions set forth in the prospectus
dated April 24, 2000 (the "Prospectus") and the related Letter of Transmittal
(which together constitute the "Offer"). The Offer is conditioned upon MTL's
acquisition of more than 80% of the Shares. Following completion of the Offer
and the satisfaction of certain conditions, the Company will be a wholly-owned
subsidiary of MTL and the Company's shareholders will be stockholders of MTL.
The principal executive offices of MTL is located at 805 Third Avenue,
New York, New York 10022.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
All material transactions between the Company or its affiliates and (i)
the Company, its executive officers, directors or affiliates or (ii) MTL, its
executive officers, directors or affiliates are set forth under the captions
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources," "Business," "Management,"
"Principal Stockholders" and "Certain Transactions" in the Prospectus, which is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
RECOMMENDATION OF THE BOARD OF DIRECTORS
On July 28, 1999, the Board of Directors of MTL (the "MTL Board"),
whose composition is identical to the Board of Directors of the Company (the
"Company Board"), unanimously approved the Offer and determined that the Offer
is in the best interests of MTL's stockholders. The Company Board, in such
capacity, has determined that it will take no position as to whether or not the
Offer is in the best interests of the holders of the Shares or as to whether or
not holders of the Shares should accept or reject the Offer, and has concluded
that it is unable to do so in view of the non-arms-length nature of this
transaction.
To the best of the Company's knowledge, all executive officers,
directors and affiliates of the Company intend to tender to MTL all Shares held
by such persons.
ITEM 5. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Neither the Company nor any person acting on its behalf has employed,
retained or agreed to compensate any person to express any opinion as to the
fairness of the Offer, from a financial point of view, to the shareholders of
the Company or to make solicitations or recommendations to the shareholders
concerning the Offer.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Except as described in this Item 6, no transactions in the Shares
have been effected during the past 60 days by the Company or, to the best of
the Company's knowledge, by any executive officer, director or affiliate of
the Company.
During the past 60 days, MTL repurchased from a designee of Cellscan
Argentina, S.A., for cash, 27,000 Shares pursuant to a settlement agreement
entered into on November 22, 1999 with Cellscan Argentina, S.A., MTL and the
Company, among others, at an average price of approximately $6.72 per share,
or an aggregate of $181,500.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Except as contemplated by the Offer and as set forth in the
Prospectus, the Company is not engaged in any negotiation in response to the
Offer which relates to or would result in: (i) an extraordinary transaction,
such as a merger, reorganization or liquidation, involving the Company or any
subsidiary of the Company; (ii) any purchase, sale or transfer of a material
amount of assets of the Company or any subsidiary of the Company; (iii) a tender
offer for or other acquisition of securities by or of the Company; or (iv) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Company.
(b) Except as described in Items 3(b) and 4 above, there are no
transactions, Board resolutions, agreements in principle or signed contracts in
response to the Offer that relate to or would result in one or more of the
events referred to in Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION.
Not applicable.
ITEM 9. EXHIBITS.
Exhibit
Number Exhibit Name
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(a)(1) Prospectus dated April 24, 2000 (Incorporated herein by
reference to Exhibit (a)(1) of Schedule TO filed with
the Commission by Medis Technologies Ltd. on April 24,
2000).
(a)(2) Form of Letter of Transmittal (Incorporated herein by
reference to Exhibit (a)(2) of Schedule TO filed with
the Commission by Medis Technologies Ltd. on April 24,
2000).
(a)(3) Letter to Shareholders of Medis El Ltd. dated as of
May 2, 2000.
(a)(4) Text of press release issued by Medis Technologies Ltd.
on April 25, 2000.
(e)(1) Employment Agreement between the Company and Mr. Zvi
Rehavi, dated as of October 21, 1999 (Incorporated
herein by reference to Exhibit 10.8 of the Registration
Statement on Form S-1, as amended (Registration No.:
337- 83945), of Medis Technologies Ltd.).
(e)(2) CDI Shareholders' Agreement dated as of December 15,
1997 among Israel Aircraft Industries Ltd., Howard
Weingrow and Robert K. Lifton, Cell Diagnostics Inc.,
Medis Inc., CDS Distributor, Inc. and Medis El Ltd.
(Incorporated herein by reference to Exhibit (d)(2) of
Schedule TO filed with the Commission by Medis
Technologies Ltd. on April 24, 2000).
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(e)(3) Letter Agreement dated as of December 15, 1997 among
Cell Diagnostics Inc., Medis Inc., Medis El Ltd.,
Robert K. Lifton, Howard Weingrow and Israel Aircraft
Industries Ltd. (Incorporated herein by reference to
Exhibit (d)(3) of Schedule TO filed with the Commission
by Medis Technologies Ltd. on April 24, 2000).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MEDIS EL LTD.
By: /s/ ROBERT K. LIFTON
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Name: Robert K. Lifton
Title: Chairman of the Board
Dated: May 2, 2000
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Exhibit 99(a)(3)
MEDIS EL LTD.
14 SHABAZI STREET
YEHUD 56400 ISRAEL
PHONE: 972 3 632 0816
FAX: 972 3 632 1671
May 2, 2000
Dear Shareholders:
On April 24, 2000, Medis Technologies Ltd., Medis El Ltd.'s largest
shareholder, owning approximately 64% of Medis El's ordinary shares, commenced a
tender offer to our shareholders, offering to exchange 1.37 shares of its common
stock for each outstanding ordinary share of Medis El that it does not already
own. If all of Medis El's shareholders tender their ordinary shares to Medis
Technologies, then, upon completion of the tender offer, Medis El will become a
wholly-owned subsidiary of Medis Technologies and Medis El's shareholders will
become stockholders of Medis Technologies.
By now you should have received Medis Technologies' tender offer
documentation, including its prospectus and a Letter of Transmittal used for
tendering shares. These documents contain the terms and conditions of the offer,
provide detailed information about these transactions and include information on
the procedure for tendering your shares.
Attached to this letter is a copy of the Schedule 14D-9 that Medis El has
filed with the SEC in response to the tender offer, pursuant to applicable SEC
rules.
I urge you to read all of these documents carefully.
Very truly yours,
/s/ Robert K. Lifton
Robert K. Lifton
Chairman of the Board
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EXHIBIT 99(a)(4)
MEDIS TECHNOLOGIES INITIATES STOCK TENDER
OFFER FOR ORDINARY SHARES OF MEDIS EL LTD.
NEW YORK, April 25, 2000 - Medis Technologies Ltd., a privately-held Delaware
corporation, yesterday announced its initiation of a tender offer for all
outstanding shares of Medis El Ltd. (NASDAQ:MDSLF). Tendering shareholders of
Medis El will receive 1.37 shares of common stock of Medis Technologies for each
Medis El ordinary share tendered.
Medis Technologies currently owns approximately 64 percent of Medis El's
ordinary shares.
Consummation of the tender offer is conditioned upon Medis Technologies'
acquisition of at least an additional 16 percent of Medis El's ordinary shares
to give Medis Technologies more than 80 percent total ownership. If the tender
offer is successfully consummated, Medis Technologies intends to seek listing of
its common stock on the NASDAQ SmallCap Market under the symbol MDTL and,
contemporaneously, will delist Medis El's ordinary shares from the NASDAQ
SmallCap Market and terminate Medis El's registration under the Securities
Exchange Act of 1934.
Medis El, founded in 1992, is an Israeli corporation seeking to operate as a
greenhouse for the development of highly advanced, innovative, proprietary
technology products which it intends to license, sell or joint venture with
large international corporations. Its products, in varying stages of
development, include the CellScan, fuel cell technology, toroidal engine and
compressor, stirling cycle linear compressor, reciprocating electrical machine,
direct current regulating device and water technologies.
This release is available on the Medis El website at www.medisel.com.
This report may contain forward-looking statements which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve risk and uncertainties, including,
but not limited to, the successful completion of product development, the
success of product tests, commercialization risks, availability of financing and
results of financing efforts. Further information regarding these and other
risks is described from time to time in the Company's filings with the SEC.
