This excerpt taken from the ALDN 6-K filed Jan 27, 2009.
Israeli Companies Registrar. Under the Companies Law, we and Merger Sub may not complete the Merger without first making the following filings and notifications to the Israeli Companies Registrar:
Assuming that the shareholders of each of the merging companies approve the Merger Agreement and the Merger (and that all the other conditions set forth in the Merger Agreement have been satisfied or waived, if permissible under applicable law) and that all of the statutory procedures and requirements have been complied with, and so long as at least 30 days have passed from the date of the Meeting and at
least 50 days have passed from the date of the filing of the merger proposal by both merging companies with the Israeli Companies Registrar, the Merger will become effective and the Israeli Companies Registrar will be required to register the Merger in the Surviving Companys register and to issue the Surviving Company a certificate regarding the Merger.
Israeli Investment Center. The change in the composition of our shareholders in connection with the Merger requires the approval of the Investment Center, established under the Law for the Encouragement of Capital Investment, 5719-1959, as amended. This law provides that capital investments in eligible facilities may be designated upon application as an approved enterprise or benefited enterprise. Each certificate of approval relates to a specific investment program delineated both by its financial scope, including sources of funds, and by the physical characteristics of the facility or other assets. The benefits and obligations that apply to the enterprise are set out in the regulations promulgated under law and the specific approval with regard to each enterprise. The benefits include government grants, government guaranteed loans, tax holidays and combinations thereof. The approval of the Investment Center in connection with the Merger is a condition to completion of the Merger.
Israeli Commissioner of Restrictive Trade Practices. Consummation of the Merger is conditioned upon the prior approval of the Israeli Commissioner of Restrictive Trade Practices. The filing of an appropriate application with the Commissioner and the obtaining of its prior approval is required under the Israeli Restrictive Trade Practices Law and has not yet been made. Each of the merging parties is required to file a Merger Notice with the Commissioner in order to receive its prior approval to the Merger. The Commissioner is to provide its approval (or conditioned approval) or denial within 30 days of submission; however, this period may be extended by the Restrictive Trade Practices Tribunal of Israel upon request of the Commissioner, or with the consent of the parties upon request of the Commissioner. A non-response within the 30-day period after filing the Merger Notice (unless extended) is deemed an approval.
German Act Against Restraints on Competition. Consummation of the Merger is conditioned upon the prior approval of the German Federal Cartel Office (Bundeskartellamt). The filing of an appropriate application with the Federal Cartel Office and the obtaining of its prior approval are required under the Act against Restraints of Competition (ARC). The merging parties must file a Merger Notice with the Federal Cartel Office in order to receive its prior approval to the Merger. Within one month of the submission of a complete filing, the Federal Cartel Office is to decide whether to clear the Merger or whether to proceed with a second-stage investigation, to be completed within four months of the submission of the complete filing; however, this period may be extended, subject to the merging parties agreement. A non-response within the one-month period after the submission of the complete filing is deemed an approval. If the Federal Cartel Office has started a second-stage investigation, a non-response within the four-month period after the submission of the complete filing (unless extended) is deemed an approval.
Other Approvals. In addition, as a condition to the closing of the Merger, we must receive any other material approvals or consents of any U.S., Israeli or other governmental, administrative or regulatory agency. Except as set forth above, we are not aware that any other approval or consent is required.