UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Rule 13d-101
Information to be Included in Statements Filed pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(AMENDMENT NO.3)*
NOVA MEASURING INSTRUMENTS LTD.
--------------------------------------------------------------------------------
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
M7516K103
--------------------------------------------------------------------------------
(CUSIP Number)
SARIT HECHT, ADV.
CLAL INDUSTRIES AND INVESTMENTS LTD.
3 AZRIELI CENTER, TRIANGLE TOWER
TEL AVIV, 67023
TEL: 972-3-6075794
ISRAEL
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
FEBRUARY 28, 2007
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Clal Electronics Industries Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342 shares
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
Page 2 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Clal Industries and Investments Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
Page 3 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IDB Development Corporation Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342**
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
** Does not include 300 Ordinary Shares (the "CIEH Shares") held for members of
the public through, among others, provident funds, mutual funds, pension funds,
exchange traded funds and insurance policies, which are managed by subsidiaries
of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB
Development Corporation Ltd. The Reporting Person disclaims beneficial ownership
of the CIEH Shares.
Page 4 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IDB Holding Corporation Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342**
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
** Does not include the CIEH Shares. The Reporting Person disclaims beneficial
ownership of the CIEH Shares.
Page 5 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Nochi Dankner
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342**
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
** Does not include the CIEH Shares. The Reporting Person disclaims beneficial
ownership of the CIEH Shares.
Page 6 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Shelly Dankner-Bergman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342**
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
** Does not include the CIEH Shares. The Reporting Person disclaims beneficial
ownership of the CIEH Shares.
Page 7 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Avraham Livnat
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342**
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
** Does not include the CIEH Shares. The Reporting Person disclaims beneficial
ownership of the CIEH Shares.
Page 8 of 29 pages
SCHEDULE 13D
------------------- -------------------
CUSIP NO. M7516K103
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Ruth Manor
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [X]
(B) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2 (D) OR 2 (E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,138,342**
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,138,342**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,342**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
** Does not include the CIEH Shares. The Reporting Person disclaims beneficial
ownership of the CIEH Shares.
Page 9 of 29 pages
This Amendment No. 3 amends and supplements the Statement on Schedule 13D
(as amended from time to time, the "Statement") in respect of the Ordinary
Shares, par value New Israeli Shekel 0.01 per share, ("Ordinary Shares"), of
Nova Measuring Instruments Ltd. (the "Issuer"), previously filed with the
Securities and Exchange Commission ("SEC") by the Reporting Persons (as defined
in the Statement), the last amendment of which was filed with the SEC on
December 18, 2003.
Unless otherwise defined in this Amendment No. 3, capitalized terms have
the meanings given to them in the Statement.
The following amends and supplements Items 2, 3, 4, 5 and 7 of the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and restated in its entirety as
follows:
(a), (b) and (c): The Reporting Persons.
The following are the names of the reporting persons (the "Reporting Persons"),
the place of organization, principal business, and address of the principal
business or office of each Reporting Person that is a corporation, and the
residence or business address and present principal occupation of each Reporting
Person who is a natural person:
(1) Clal Electronics Industries Ltd., ("Clal Electronics") an Israeli
private corporation, with its principal office at the Triangular Tower, 45rd
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Electronics is a holding
company, the activities of which consist of establishment, acquisition and
development of companies in the high technology industry, particularly in the
electronics area. Clal Electronics owns directly Ordinary Shares of the Issuer.
(2) Clal Industries and Investments Ltd. is an Israeli public company
("Clal Industries"), with its principal office at the Triangular Tower, 45th
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding
company whose principal holdings are in the industrial and technology sectors.
The outstanding shares of Clal Industries are listed for trading on the Tel Aviv
Stock Exchange.
(3) IDB Development Corporation Ltd. is an Israeli public company ("IDB
Development"), with its principal office at the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Development is an investment
company, which, through subsidiaries, invests in companies engaged in various
sectors of the Israeli economy. The outstanding shares of IDB Development are
listed for trading on the Tel Aviv Stock Exchange.
IDB Development owns the majority of the outstanding shares of, and
controls, Clal Industries. By reason of IDB Development's control of Clal
Industries, IDB Development may be deemed to be beneficial owner of, and to
share the power to vote and dispose of, the Shares beneficially owned by Clal
Industries.
Page 10 of 29 pages
(4) IDB Holding Corporation Ltd. is an Israeli public company ("IDB
Holding"), with its principal office at the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is an investment company
that, through subsidiaries, invests in companies engaged in various sectors of
the Israeli economy. The outstanding shares of IDB Holding are listed for
trading on the Tel Aviv Stock Exchange.
IDB Holding owns the majority of the outstanding shares of, and
controls, IDB Development. By reason of IDB Holding's control of IDB
Development, IDB Holding may be deemed beneficial owner of, and to share
the power to vote and dispose of, the Shares owned beneficially by IDB
Development.
The following persons may, by reason of their interest in and relationships
among them with respect to IDB Holding, be deemed to control IDB Holding
(5) Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is
Chairman and Chief Executive Officer of IDB Holding; Chairman of IDB Development
and Clal Industries; director of companies.
(6) Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street,
Afeka, Tel-Aviv, Israel. Her present principal occupation is director of
companies.
(7) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel.
Her present principal occupation is director of companies.
(8) Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle, Israel.
His present principal occupation is Managing Director of Taavura Holdings Ltd.,
an Israeli private company.
Nochi Dankner (together with a private company controlled by him) and his
sister Shelly Bergman control Ganden Holdings Ltd. ("Ganden Holdings"), a
private Israeli company. Ganden Holdings owns, as of September 6, 2007,
approximately 50% of the outstanding shares of IDB Holding (of which,
approximately 12.31% of the outstanding shares of IDB Holding are held directly
and approximately 37.7% of the outstanding shares of IDB Holding are held
through Ganden Investments I.D.B. Ltd. ("Ganden"), a private Israeli company,
which is an indirect wholly owned subsidiary of Ganden Holdings). In addition,
Shelly Bergman holds, through a wholly owned company, approximately 4.2% of the
outstanding shares of IDB Holding.
Nochi Dankner and Shelly Bergman entered into a memorandum of understanding
dated May 5, 2003 setting forth, among other things, agreements between them as
to how they will vote their shares of Ganden Holdings at its shareholders'
meetings, who they will appoint as directors of Ganden Holdings, and first
refusal and tag along rights available to each one of them in connection with
sales of shares of Ganden Holdings owned by the other. Nochi Dankner is the
Chairman of the Boards of Directors of IDB Holding and IDB Development.
Ruth Manor controls Manor Holdings B.A. Ltd. ("Manor Holdings"), a private
Israeli company which owns, as of September 6, 2007, approximately 11.7% of the
outstanding shares of IDB Holding (of which, approximately 1.3% are held
directly and approximately 10.4% of the outstanding shares of IDB Holding are
held through Manor Investments - IDB Ltd. ("Manor"), a private Israeli company
which is controlled by Manor Holdings). Manor also holds directly approximately
0.3% of the outstanding shares of IDB Development. Ruth Manor's husband, Isaac
Manor, and their son, Dori Manor, are directors of IDB Holding and IDB
Development.
Page 11 of 29 pages
Avraham Livnat controls Avraham Livnat Ltd., a private Israeli company,
which owns, as of September 6, 2007, approximately 11.7% of the outstanding
shares of IDB Holding (of which, approximately 1.35% are held directly and
approximately 10.37% of the outstanding shares of IDB Holding are held through
Avraham Livnat Investments (2002) Ltd. ("Livnat"), a private Israeli company,
which is a wholly owned subsidiary of Avraham Livnat Ltd.). Zvi Livnat, a son of
Avraham Livnat, is a director of IDB Holding and IDB Development and Shay
Livnat, a son of Avraham Livnat, is a director of IDB Development.
Ganden, Manor and Livnat entered into a Shareholders Agreement dated May
19, 2003 (the "IDB Shareholders Agreement") with respect to their ownership of
shares of IDB Holding constituting in the aggregate approximately 51.7% of the
outstanding shares of IDB Holding (Ganden - 31.02%; Manor - 10.34%; Livant -
10.34%), for the purpose of maintaining and exercising control of IDB Holding as
one single group of shareholders. Any holdings of said entities in IDB Holding
in excess of said 51.7% of the issued share capital and voting rights of IDB
Holding (as well as the direct holdings of Ganden Holdings, Manor Holdings,
Avraham Livnat Ltd. and Shelly Bergman's wholly owned company in IDB Holding)
are not subject to IDB Shareholders Agreement. The IDB Shareholders Agreement
provides, among other things, that Ganden will be the manager of the group as
long as Ganden and its permitted transferees will be the largest shareholders of
IDB Holding among the parties to the IDB Shareholders Agreement; that the
parties to the IDB Shareholders Agreement will vote together at shareholders'
meetings of IDB Holding as shall be determined according to a certain mechanism
set forth therein; and that they will exercise their voting power in IDB Holding
for electing their designees as directors of IDB Holding and its direct and
indirect subsidiaries. The term of the IDB Shareholders Agreement is twenty
years from May 19, 2003.
By reason of the control of IDB Holding by Nochi Dankner, Shelly Bergman,
Ruth Manor and Avraham Livnat, and the relations among them, as set forth above,
Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat may each be deemed
beneficial owner of, and to share the power to vote and dispose of, the Shares
owned beneficially by IDB Holding.
The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of Clal Electronics, Clal
Industries, IDB Development and IDB Holding are set forth in EXHIBITS 1 THROUGH
4 attached hereto, respectively, and incorporated herein by reference.
(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons named in Exhibits 1 through 4 to this Statement,
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons named in Exhibits 1 through 4 to this Statement has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Page 12 of 29 pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended and supplemented as follows: The
acquisition of Shares reported in this Statement was funded out of working
capital of Clal [Industries].
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented as follows:
The acquisition of Shares reported in this Statement was for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statements is hereby amended and restated in its entirety as
follows:
The Issuer has advised the Reporting Persons that there were 19,312,568 Ordinary
Shares outstanding on September 30, 2007. The percentages of Ordinary Shares
outstanding set forth in this Statement are based on this number.
(a), (b) As of November 29, 2007:
Clal Industries and Clal Electronics beneficially own, and may be deemed to
share the power to vote and dispose of, 4,138,342 Shares, constituting
approximately 21.43% of the outstanding Ordinary Shares of the Issuer.
IDB Development may be deemed the beneficial owner of, and to share the
power to vote and dispose of the 4,138,342 Shares held by Clal Industries,
constituting, in the aggregate, approximately 21.43% of the outstanding Shares
of the Issuer. IDB Development disclaims beneficial ownership of all of the
4,138,342 Shares reported in this Statement.
IDB Holding and the Reporting Persons who are natural persons may be deemed
to be the beneficial owners of, and to share the power to vote and dispose of
the 4,138,342 Shares beneficially owned by IDB Development, constituting
approximately 21.43% of the outstanding Shares of the Issuer. IDB Holding and
the Reporting Persons who are natural persons disclaim beneficial ownership of
such shares.
Based on information furnished to the Reporting Persons, the Reporting
Persons are not aware of any executive officer or director named in Exhibit 1
through 4 to the Statement, beneficially owning any Shares.
(c) None of the Reporting Persons or, to the Reporting Persons' knowledge,
any of the executive officers and directors named in Exhibits 1 through 3 to
this Statement, purchased or sold any Ordinary Shares in the sixty days
preceding November 29, 2007, except as set forth below:
Clal Industries made the following purchases of Shares, all of which were
made in open market transactions on the NASDAQ:
Page 13 of 29 pages
Date Amount of Ordinary Shares Price Per Share (US $)
---- ------------------------- ----------------------
February 28, 2007 1,162,951 2.58
November 29, 2007 151,807 2.45
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
-------------- -----------------------------------------------------------------
Exhibit # Description
-------------- -----------------------------------------------------------------
Exhibits 1-4 Name, citizenship, business address, present principal occupation
and employer of executive officers and directors of (1) Clal
Electronics Industries Ltd. (2) Clal Industries, (3) IDB
Development and (4) IDB Holding.
-------------- -----------------------------------------------------------------
Exhibit 5 Joint Filing Agreement between Clal Industries and Clal
Electronics Industries Ltd. authorizing Clal Industries to file
this Schedule 13D and any amendments hereto
-------------- -----------------------------------------------------------------
Exhibit 6 Joint Filing Agreement between Clal Industries and IDB
Development authorizing Clal Industries to file this Schedule 13D
and any amendments hereto
-------------- -----------------------------------------------------------------
Exhibit 7 Joint Filing Agreement between Clal Industries and IDB Holding
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto
-------------- -----------------------------------------------------------------
Exhibit 8 Joint Filing Agreement between Clal Industries and Mr. Dankner
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto
-------------- -----------------------------------------------------------------
Exhibit 9 Joint Filing Agreement between Clal Industries and Mrs. Bergman
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto
-------------- -----------------------------------------------------------------
Exhibit 10 Joint Filing Agreement between Clal Industries and Mrs. Manor
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto
-------------- -----------------------------------------------------------------
Exhibit 11 Joint Filing Agreement between Clal Industries and Mr. Livnat
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto
-------------- -----------------------------------------------------------------
Page 14 of 29 pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 11, 2007
CLAL ELECTRONIC INDUSTRIES Ltd
CLAL INDUSTRIES AND INVESTMENTS LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY DANKNER-BERGMAN
AVRAHAM LIVNAT
RUTH MANOR
By: Clal Industries and Investments Ltd.
By: /s/ Yehuda Ben Ezra, /s/ Boaz Simons
Yehuda Ben Ezra, and Boaz Simons authorized signatories of
Clal Industries and Investments Ltd. for itself and on
behalf of IDB Holding Corporation Ltd, IDB Development
Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman,
Avraham Livnat and Ruth Manor pursuant to the agreements
annexed as exhibits 5-11 to this Schedule 13D.
Page 15 of 29 pages
Exhibit 1
Executive Officers and Directors of
CLAL ELECTRONICS INDUSTRIES LTD.
(as of November 29, 2007)
Name and Address Position Principal Occupation
---------------- -------- --------------------
Avi Fischer Director Director and Co-Chief Executive
3 Azrieli Center, Officer of Clal Industries
Triangular Tower,
Tel Aviv, Israel
Yehuda Ben Ezra Director and Comptroller Comptroller of Clal Industries
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel
Gonen Bieber * Director and Finance Manager Finance Manager of Clal Industries(1)
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel
Nitsa Einan General Counsel General Counsel of Clal Industreis
3 Azrieli Center,
Triangular Tower,
Tel Aviv, Israel
* Mr. Bieber is a dual citizen of Israel and the Republic of Germany.
Based upon information provided to the Reporting Persons, during the
past five years, none of the persons listed above has been convicted, or is
subject to a judgment, decree or final order, in any of the legal
proceedings enumerated in Items 2 (d) and 2 (e) of Schedule 13D.
Page 16 of 29 pages
Exhibit 2
Executive Officers and Directors of
Clal Industries and Investments Ltd.
(as of November 29, 2007)
Citizenship is same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
---------------- -------- ----------------------------
Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB
3 Azrieli Center, the Triangular Tower 44th Directors and Co-Chief Holdings; Chairman of IDB Development Clal
floor, Tel Aviv 67023, Israel Executive. Industries and Investments Ltd and DIC;
director of Companies.
Avi Fischer Director Executive Vice President of IDB Holdings;
3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development;
floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, the Triangular Tower 44th Corporation Ltd.
floor, Tel Aviv 67023, Israel
*Marc Schimmel Director Director of UKI Investments
54-56 Euston St., London NW1 U.K.
Yecheskel Dovrat Director Economic consultant and director of
1 Nachshon St., Ramat Hasharon, Israel. companies.
Eliahu Cohen Director Chief Executive Officer of IDB Development.
3 Azrieli Center, the Triangular Tower 44th
floor, Tel Aviv 67023, Israel
Shay Livnat Director President of Zoe Holdings Ltd.
31st HaLechi St., Bnei Brak 51200, Israel
David Leviatan Director Director of Companies.
18 Mendele St., Herzeliya, Israel
Alicia Rotbard External Director Chief Executive Officer of Doors
6 Rosenblum St. Information Systems Inc.
#6101 Sea&Sun, Tel Aviv, Israel
Nachum Langental External Director Director of companies
3 Jabotinski St., Ramat Gan, Israel
**Isaac Manor Director Chairman of companies in the motor vehicle
26 Hagderot St., Savion sector of the David Lubinski Ltd. Group.
**Dori Manor Director Chairman of companies in the motor vehicle
18 Hareches St., Savion sector of the David Lubinski Ltd. Group.
Page 17 of 29 pages
Adiel Rosenfeld, Director Representative in Israel of Aktiva group.
42 Ha'Alon St., Timrat
23840, Israel
Zvi Livnat, Co - Chief Executive Co - Chief Executive of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Nitsa Einan, Vice President and General General Counsel of Clal Indistries and
3 Azrieli Center, the Triangular Tower 45th Counsel. Investments Ltd.
floor, Tel Aviv 67023, Israel
Yehuda Ben Ezra Comptroller. Comptroller of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Gonen Bieber,*** Vice President and Financial Financial Manager of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Manager. Investments Ltd.
floor, Tel Aviv 67023, Israel
Guy Rosen, Vice President Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Boaz Simons, Vice President Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
Ilan Amit, Internal Auditor Internal Auditor of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th Investments Ltd.
floor, Tel Aviv 67023, Israel
* British Citizenship
** Israeli and French Citizenship
*** Dual Citizenship of Israel and the Republic of Germany.
Page 18 of 29 pages
Exibit 3
Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of November 29, 2007)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
---------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th Board of Directors IDB Holding; Chairman of IDB
floor, Tel-Aviv 67023, Israel Development, DIC and Clal Industries and
Investments Ltd.; Director of companies.
Zehava Dankner Director Member of the executive committee of the
64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council.
Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th the Board of Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel Directors Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th the Board of Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel Directors Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, The Triangular Tower, 44th Corporation Ltd.; Chairman of Super-sol
floor, Tel-Aviv 67023, Israel Ltd.
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shay Livnat Director President of Zoe Holdings Ltd.
26 Shalva Street, Herzlia Pituach 46705,
Israel
Eliahu Cohen Director and Chief Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower 44th Executive Officer Development.
floor, Tel-Aviv 67023, Israel
Isaac Manor (*) Director Chairman of companies in the motor
26 Hagderot Street, Savion 56526, Israel vehicle sector of the David Lubinski
Ltd. group.
Page 19 of 29 pages
Dori Manor (*) Director Chief Executive Officer of companies in
18 Hareches Street, Savion 56538, Israel the motor vehicle sector of the David
Lubinski Ltd. group.
Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street, Tel-Aviv 69345, Israel
Amos Malka External Director Chairman of Albar Mimunit Services Ltd.
18 Nahal Soreq Street, Modi'in 71700, Israel
Dr. Yoram Margalioth External Director Senior lecturer (expert on tax laws) at
16 Ha'efroni Street, Raanana 43724, Israel the Faculty of Law in the Tel Aviv
University.
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street, Tel-Aviv
62268, Israel
Lior Hannes Senior Executive Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of
floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd.
Dr. Eyal Solganik Executive Vice Executive Vice President and Chief
3 Azrieli Center, The Triangular Tower, 44th President and Chief Financial Officer of IDB Development;
floor, Tel-Aviv 67023, Israel Financial Officer Chief Financial Officer of IDB Holding.
Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Gavrieli Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Haim Tabouch Vice President and Vice President and Comptroller of IDB
3 Azrieli Center, The Triangular Tower, 44th Comptroller Development; Comptroller of IDB Holding.
floor, Tel-Aviv 67023, Israel
Inbal Tzion Vice President and Vice President and Corporate Secretary
3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary of IDB Development; Corporate Secretary
floor, Tel-Aviv 67023, Israel of IDB Holding.
(*) Dual citizen of Israel and France.
Page 20 of 29 pages
Exhibit 4
Directors and Executive Officers
of
IDB Holding Corporation Ltd.
(as of November 29 2007)
Citizenship is the same as country of address, unless otherwise noted.
Name & Address Position Current Principal Occupation
---------------- -------- ----------------------------
Nochi Dankner Chairman of the Chairman and Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th Board of Directors IDB Holding; Chairman of IDB
floor, Tel-Aviv 67023, Israel and Chief Executive Development, DIC and Clal Industries and
Officer Investments Ltd.; Director of companies.
Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor
26 Hagderot Street, Savion 56526, Israel the Board of vehicle sector of the David Lubinski
Directors Ltd. group.
Arie Mientkavich Vice Chairman of Chairman of Elron; Chairman of Clal
14 Betzalel Street, the Board of Tourism Ltd.; Deputy Chairman of
Jerusalem 94591,Israel Directors Gazit-Globe Israel (Development) Ltd.
Zehava Dankner Director Member of the executive committee of the
64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council.
Lior Hannes Director Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Development; Chief Executive Officer of
floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd.
Refael Bisker Director Chairman of Property and Building
3 Azrieli Center, The Triangular Tower, 44th Corporation Ltd.; Chairman of Super-sol
floor, Tel-Aviv 67023, Israel Ltd.
Jacob Schimmel Director Director of UKI Investments.
17 High field Gardens, London W11 9HD, United
Kingdom
Shaul Ben-Zeev Director Chief Executive Officer of Avraham
Taavura Junction, Ramle 72102, Israel Livnat Ltd.
Eliahu Cohen Director Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th Development.
floor, Tel-Aviv 67023, Israel
Dori Manor (*) Director Chief Executive Officer of companies in
18 Hareches Street, Savion 56538, Israel the motor vehicle sector of the David
Lubinski Ltd. group.
Page 21 of 29 pages
Meir Rosenne Director Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
Shmuel Lachman External Director Information technology consultant
9A Khilat Jatomir Street,
Tel Aviv 69405, Israel
Zvi Dvoresky External Director Manager of a company involved in the
12 Ha-rofe Street, real estate business
Haifa 34366, Israel
Zvi Livnat Director and Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th Executive Vice Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel President Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Avi Fischer Executive Vice Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th President Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel Co-Chief Executive Officer of Clal
Industries and Investments Ltd.
Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding;
3 Azrieli Center, The Triangular Tower, 44th Officer Executive Vice President and Chief
floor, Tel-Aviv 67023, Israel Financial Officer of IDB Development.
Haim Tabouch Comptroller Comptroller of IDB Holding; Vice
3 Azrieli Center, The Triangular Tower, 44th President and Comptroller of IDB
floor, Tel-Aviv 67023, Israel Development.
(*) Dual citizen of Israel and France.
Page 22 of 29 pages
Exhibit 5
December 10, 2007
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
Clal Electronics Industries Ltd.
By: /s/ Boaz Simons, /s/ Guy Rosen
----------------------------------
Agreed: Clal Industries and Investments Ltd.
By: /s/ Boaz Simons, /s/ Guy Rosen
----------------------------------
Page 23 of 29 pages
Exhibit 6
June 19, 2006
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
IDB Holding Corporation Ltd..
By: /s/ Eyal Solganik, /s/ Eli Cohen
------------------------------------
Agreed: Clal Industries and Investments Ltd.
By: /s/ Gonen Bieber, /s/ Gil Milner
------------------------------------
Page 24 of 29 pages
Exhibit 7
June 19,2006
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Eyal Solganik, /s/ Eli Cohen
IDB Development Corporation Ltd.
Agreed: Clal Industries and Investments Ltd.
By: /s/ Gonen Bieber, /s/ Gil Milner
------------------------------------
Page 25 of 29 pages
Exhibit 8
June 19,2006
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Nochi Dankner
Agreed: Clal Industries and Investments Ltd.
By: /s/ Gonen Bieber, /s/ Gil Milner
------------------------------------
Page 26 of 29 pages
Exhibit 9
June 19,2006
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Shelly Bergman
Agreed: Clal Industries and Investments Ltd.
By: /s/ Gonen Bieber, /s/ Gil Milner
------------------------------------
Page 27 of 29 pages
Exhibit 10
June 19,2006
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Avraham Livnat
Agreed: Clal Industries and Investments Ltd.
By: /s/ Gonen Bieber, /s/ Gil Milner
------------------------------------
Page 28 of 29 pages
Exhibit 11
June 19,2006
Clal Industries and Investments Ltd.
The Triangle Tower, 45th floor
3 Azrieli Center,
Tel Aviv, 67023
Israel
Gentlemen:
Pursuant to rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees that Clal Industries and
Investments Ltd. ("CII") may file as necessary on behalf of the undersigned with
the Securities and Exchange Commission a Schedule 13D or Schedule 13G and any
amendments thereto in respect of shares of Nova Measuring Instruments Ltd.
purchased, owned or sold from time to time by the undersigned.
CII is hereby authorized to file a copy of this letter as an exhibit to
said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Ruth Manor
Agreed: Clal Industries and Investments Ltd.
By: /s/ Gonen Bieber, /s/ Gil Milner
------------------------------------
Page 29 of 29 pages