SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15a-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
Report on
Form 6-K dated December 28, 2009
Partner
Communications Company Ltd.
(Translation
of Registrant’s Name Into English)
8 Amal
Street
Afeq
Industrial Park
Rosh
Ha’ayin 48103
Israel
(Address
of Principal Executive Offices)
(Indicate
by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
under cover of Form 20-F or Form 40-F.)
Form 20-F
x Form 40-F
o
(Indicate
by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes o No x
(If “Yes”
is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
registrant in connection with Rule 12g3-2(b): 82- )
|
Enclosure:
|
Partner
Communications announces Audit Committee and Board of Directors approval
of a commercial agreement with Scailex to purchase Samsung cellular
products
|
PARTNER
COMMUNICATIONS ANNOUNCES AUDIT
COMMITTEE AND BOARD OF DIRECTORS APPROVAL
OF A COMMERCIAL AGREEMENT WITH SCAILEX TO
PURCHASE SAMSUNG CELLULAR PRODUCTS
COMMITTEE AND BOARD OF DIRECTORS APPROVAL
OF A COMMERCIAL AGREEMENT WITH SCAILEX TO
PURCHASE SAMSUNG CELLULAR PRODUCTS
ROSH HA'AYIN,
Israel, December 28, 2009 - Partner Communications Company Ltd.
("Partner" or "the Company") (NASDAQ and TASE: PTNR), a leading Israeli mobile
communications operator, announces that the Audit Committee
and the Board of Directors of Partner approved and ratified the
existing perennial agreement with Scailex Corporation Ltd. ("Scailex"), the
controlling shareholder of Partner, to purchase, from time to time, cellular
handsets, accessories and spare parts ("the Products"), manufactured by Samsung,
that are imported to and marketed in Israel by Scailex and approved additional
commercial arrangements between Scailex and Partner related to the annual
volumes of purchases of the Products and to the annual gross profit margin of
Scailex from transactions with Partner (together "the Samsung
Products Agreement") and the main terms will be detailed below.
|
|
a.
|
The
term of the Samsung Products Agreement shall be for a period of three
years commencing on the date Scailex acquired control of
Partner.
|
|
|
b.
|
The
Products prices of each order shall be determined by negotiations between
the parties; however, the total and accumulative annual gross profit
margin of Scailex from transactions with Partner regarding each type of
transaction between the parties (purchase of handsets, accessories or
spare parts) shall not exceed Scailex's average gross profit margin from
similar transactions with all parties to which Scailex sells, during the
same calendar year that the transactions were carried out ("Average Gross
Profit Margin"). If the total and accumulative annual gross profit margin
for each type of transactions with Partner exceeds the Average Gross
Profit Margin of the same type of transactions, Scailex will credit
Partner the differences accordingly, except if the deviation is less than
10% from the Average Gross Profit Margin.
|
|
|
c.
|
The
total volume of the transactions between Scailex and Partner shall not
exceed NIS 250 million annually. However, in accordance with the Samsung
Products Agreement, Scailex and Partner may increase the scope of annual
purchases by an additional amount of up to NIS 50 million, subject to the
approval of the Audit Committee and Board of Directors of each of the
companies.
|
For the
sake of caution and due to the anticipated scope of the transaction, Partner
regards the transaction as an extraordinary transaction that a controlling
shareholder has a personal interest in.
The
Samsung Products Agreement shall become effective subject to the approval of the
General Meeting of Shareholders of Partner.
Forward-Looking
Statements
This
press release includes forward-looking statements within the meaning of Section
27A of the US Securities Act of 1933, as amended, Section 21E of the US
Securities Exchange Act of 1934, as amended, and the safe harbor provisions of
the US Private Securities Litigation Reform Act of 1995. Words such as
"believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could",
"may", "project", "goal", "target" and similar expressions often identify
forward-looking statements but are not the only way we identify these
statements. All statements other than statements of historical fact included in
this press release regarding our future performance, plans to increase revenues
or margins or preserve or expand market share in existing or new markets, reduce
expenses and any statements regarding other future events or our future
prospects, are forward-looking statements.
We have
based these forward-looking statements on our current knowledge and our present
beliefs and expectations regarding possible future events. These forward-looking
statements are subject to risks, uncertainties and assumptions about Partner,
consumer habits and preferences in cellular telephone usage, trends in the
Israeli telecommunications industry in general, the impact of current global
economic conditions and possible regulatory and legal developments. For a
description of some of the risks we face, see "Item 3D. Key Information - Risk
Factors", "Item 4. - Information on the Company", "Item 5. - Operating and
Financial Review and Prospects", "Item 8A. - Consolidated Financial Statements
and Other Financial Information - Legal and Administrative Proceedings" and
"Item 11. Quantitative and Qualitative Disclosures about Market Risk" in the
form 20-F filed with the SEC on April 27, 2009. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
press release might not occur, and actual results may differ materially from the
results anticipated. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
About Partner
Communications
Partner
Communications Company Ltd. ("Partner") is a leading Israeli provider of
telecommunications services (cellular, fixed-line telephony and internet
services) under the orange™ brand. The Company provides mobile communications
services to over 3 million subscribers in Israel (as of September 30, 2009).
Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are
traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
Partner
is an approximately 45%-owned subsidiary of Scailex Corporation Ltd.
("Scailex"). Scailex's shares are traded on the Tel Aviv Stock Exchange under
the symbol SCIX and are quoted on "Pink Quote" under the symbol SCIXF.PK.
Scailex currently operates in three major domains of activity: 1) the sole
import, distribution and maintenance of Samsung mobile handset and accessories
products primarily to the three major cellular operators in Israel; 2)
distribution and sale of various manufacturers' mobile handsets, accessories and
provision of maintenance services, through a chain of retail stores and booths
("Dynamica Cellular"), to end customers of Cellcom (as part of the acquisition
of the controlling stake in Partner, Scailex announced to Cellcom the
termination of the distribution agreement through Dynamic, effective July 1,
2010) and; (3) management of its financial assets.
For more
information about Scailex, see http://www.scailex.com.
For more
information about Partner, see http://www.orange.co.il/investor_site.
Contacts:
|
Mr.
Emanuel Avner
Chief
Financial Officer
Tel: +972-54-7814951
Fax: +972-54-7815961
E-mail:
emanuel.avner@orange.co.il
|
Mr.
Oded Degany
V.
P. Corporate Development, Strategy and IR
Tel: +972-54-7814151
Fax: +972-54
-7814161
E-mail:
oded.degany@orange.co.il
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
Partner
Communications Company Ltd.
|
||
| By: |
/s/
Emanuel Avner
Name:
Emanuel Avner
|
|
|
Title:
Chief Financial Officer
|
||
Dated:
December 28, 2009