FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
December 11, 2008
Commission
File Number: 001-33271
CELLCOM
ISRAEL LTD.
10
Hagavish Street
Netanya,
Israel 42140
________________________________________________
(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.
Form 20-F
__X__ Form
40-F _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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.
Yes _____ No
__X__
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not
Applicable
CELLCOM
ISRAEL LTD. ANNOUNCES SALE OF APPROXIMATELY 2.3% OF
ITS
ISSUED SHARE CAPITAL BY CONTROLLING SHAREHOLDER
Netanya, Israel – December 11,
2008
– Cellcom Israel
Ltd. (“Company”) (NYSE: CEL) announced today that Discount Investment
Corporation Ltd. (“DIC”), its controlling shareholder, has announced that it has
entered today into an agreement to sell 2,300,000 shares of the Company,
constituting approximately 2.3% of the Company’s issued share capital, for a
total consideration of approximately NIS 199 million (subject to a certain
contingent increase of the consideration) in cash to a financial institution and
that the purchaser has informed DIC of its intention to place such shares for
sale outside the United States to non-US investors. The agreement further
provides that DIC will not dispose of the Company’s shares during 55 days
following the closing date, unless DIC obtained the consent of the said
financial institution purchaser. The sale is scheduled to be completed today,
following which DIC will hold approximately 47.9% of the Company’s issued share
capital and approximately 53.3% of the voting rights in the
Company.
The sold
shares have not been and will not be registered under the U.S. Securities Act of
1933. Accordingly, these shares may not be offered or sold in the United
States.
DIC also
notified the Company that it views its holding in the Company as a long term
investment, and intends to continue to control the Company. Such intention is
subject to future circumstances including conditions in the capital markets and
DIC's investment strategy.
About Cellcom
Israel
Cellcom
Israel Ltd., established in 1994, is the leading Israeli cellular provider;
Cellcom Israel provides its approximately 3.157 million subscribers (as at
September 30, 2008) with a broad range of value added services including
cellular and landline telephony, roaming services for tourists in Israel and for
its subscribers abroad and additional services in the areas of music, video,
mobile office etc., based on Cellcom Israel's technologically advanced
infrastructure. The Company operates an HSPA 3.5 Generation network enabling the
fastest high speed content transmission available in the world, in addition to
GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offers Israel's broadest and
largest customer service infrastructure including telephone customer service
centers, retail stores, and service and sale centers, distributed nationwide.
Through its broad customer service network Cellcom Israel offers its customers
technical support, account information, direct to the door parcel services,
internet and fax services, dedicated centers for the hearing impaired, etc. In
April 2006 Cellcom Israel, through Cellcom Fixed Line Communications L.P., a
limited partnership wholly-owned by Cellcom Israel, became the first cellular
operator to be granted a special general license for the provision of landline
telephone communication services in Israel, in addition to data communication
services. Cellcom Israel's shares are traded both on the New York Stock Exchange
(CEL) and the Tel Aviv Stock Exchange (CEL).
For
additional information please visit the Company's website
http://investors.ircellcom.co.il
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Company
Contact
Shiri
Israeli
Investor
Relations Coordinator
investors@cellcom.co.il
Tel:
+972 52 998 9755
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Investor Relations
Contact
Ehud
Helft / Ed Job
CCGK
Investor Relations
ehud@gkir.com
/ ed.job@ccgir.com
Tel:
(US) 1 866 704 6710 / 1 646 213
1914
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CELLCOM
ISRAEL LTD.
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Date:
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December
11, 2008
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By:
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/s/ Liat
Menahemi Stadler
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Name:
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Liat
Menahemi Stadler
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Title:
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General
Counsel
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