Shamrock Holdings, Inc.

Shamrock Holdings, Inc., is a privately owned Burbank, California-based investment company. Since its founding in 1978, Shamrock Holdings has been a top-tier investor in a wide array of domestic and international private equity transactions, marketable securities and real estate.

The Roy E. Disney Family owns Shamrock Holdings, Inc. in its entirety. The family controls the company, its investment direction, and a number of operating companies either directly, or through Shamrock Capital Advisors, Inc., its affiliated merchant bank.

Shamrock’s investment portfolio presently concentrates its investment activities in Domestic Private Equity in the media, entertainment and communications industries; Real Estate in low and moderate income areas of Southern California; Private Equity in Israel; Activist investments in publicly-traded securities; and Domestic hospitality property investments.

Shamrock’s investment philosophy is marked by a diligent search for value, and dynamic, responsible oversight. Shamrock embraces an active investment strategy and role, and enjoys a well-established tradition and culture that seeks to honor all stakeholders—owners, employees, customers and the community.

Shamrock’s portfolio presently has about $2.0 billion spread across various investments that yield superior risk-adjusted returns for their member investors, including the Disney family.

Shamrock offers financial capabilities, leadership, world-wide reach, coupled with an array of professional associates and contacts that provide them with the flexibility to find and manage investments that provide tremendous value for investors.

Shamrock in Israel

Shamrock began its business activities in Israel in the mid 1980s when it formed a joint venture for one of its portfolio companies with Kibbutz Hatzor.

Since its first early investments in Israel nearly two decades ago,
Shamrock Group has grown into one of the largest and most accomplished of all private foreign investors in Israel.

In Israel, Shamrock has focused its investment strategies on late-stage transactions such as direct equity investments, purchases of significant positions in publicly traded companies, privatizations, and spin-offs in established sectors such as media and communications, manufacturing, energy, automotive parts and defense. These investments have generated an IRR of over 30%.
The Shamrock Group's senior Israeli investment team is one of the most experienced and recognized private equity investment teams in Israel.

Shamrock’s senior management team of Stanley Gold, Robert Moskowitz and Michael Geiger have worked together from the beginning, and share vast board-level experience in working with management teams to expand and strengthen the operations of their portfolio companies, and to assess strategic direction and achieve successful exits.

Previously, Shamrock has invested in Israel companies that include the following: Tadiran Communications; Koor Industries; Matav Cable Systems; Tel-Ad Jerusalem Studios; Dor Energy and Pelephone Communications.

Shamrock maintains great confidence that Israel will continue to provide an attractive and robust investment climate and will cntinue to enjoy the same characteristics that initially made Israel attractive for investors.

Among other factors, those characteristics include: a highly educated work force with relatively low wage demands; a trend towards increasing privatization; government support for policies like tax incentives and pension fund reforms; preferential trade arrangements with the United States, the European Union and the European Free Trade Association (E.F.T.A.) together with strong and expanding economic and political relationships in Central and Eastern Europe, India and China; a stable macroeconomic environment with balanced fiscal and monetary policies; a contemporary, industrialized economy with a well-developed legal and accounting structure.

The Shamrock Israel Growth Fund

The Shamrock Israel Growth Fund, now manages over $125 million. The Fund makes investments in Israeli-based companies or companies with strong research, development, or production there. These include a number of investments in kibbutz-based companies, such as Teva-Naot footwear, Ginegar Plastic Enterprises Ltd., a manufacturer of agricultural plastics, and MAG Ltd., a manufacturer of hoists for GM light trucks and SUVs, and a supplier of valves for European automotive fuel tanks.

Shamrock’s Past investments in Israel:

Tadiran
Shamrock Holdings, the investment company of the American Disney family, purchased Tadiran Communication from Koor Industries for $150 million in 2000.

Through August 2004, the Shamrock Group had generated $61 million in distributions through stock sales and dividends. In November 2004, Shamrock completed the sale of its remaining 25% stake in Tadiran for $108 million, representing an IRR of 75% and a 12x multiple.

Koor
At one time Shamrock was the largest foreign investor in Koor Industries. It purchased its share in Koor for $260 million in 1995 and sold its holdings two years later for $380 million, making a $120 million profit in two years.

Shamrock’s Israeli Portfolio:

Kaman Trade
Kaman Trade ("Kaman") is a leading distributor of products and provider of value-added services in the metals and plastics industries. Kaman has demonstrated a track record of successfully integrating acquired companies and has experienced strong growth in both its semi-finished and international divisions.

Transaction: Shamrock invested in a structured and leveraged transaction, which includes a call option that could bring its total stake in the Company to 33%.

Teva Naot
Teva Naot, established in 1942, based on Kibbutz Naot Mordechai in Northern Israel, designs, develops, manufactures, and markets comfort footwear sold in Israel, the United States, Canada, Europe, and Australia. Teva Naot manufactures all of its footwear in its 7,000 sq.m factory located on the kibbutz and employs 224 people, 109 of whom reside in Kiryat Shmona and 30 of whom are kibbutz members.

Shamrock and its partner acquired 66% of the Company's share capital and have an option to acquire an additional 17%. The proceeds from this investment were issued as a dividend to Kibbutz Naot Mordechai, which owned 100% of the Company.

Medison
Medison Biotech Ltd., founded in 1996, is a leading distributor and representative in Israel of global bio-pharmaceutical drug companies including Biogen Idec, Genzyme, Ipsen and Antigenics.

Shamrock has invested in Medison via a structured transaction, which includes shares, notes and options.

Advanced Metal Technologies
Advanced Metal Technologies ("AMT"), founded in 1993 by Israeli Air Force veterans and top–tier scientists from the former USSR, is a leading developer and manufacturer of commercial applications for amorphous metals. Shamrock has invested in AMT via a structured transaction, which includes warrants.

Orad Ltd.
Orad Ltd. ("Orad") is one of Israel's leading integrators of systems for fire safety, traffic management and homeland security. Shamrock invested in Orad in a structured transaction which, based upon milestones and a call option, could increase over time.
Silynx

Ginegar Plastic Enterprises Ltd
Ginegar develops, produces, and markets polyethylene films for the agricultural industry, which are used to cover greenhouses and crops (tunnels & mulches). Shamrock invested in Ginegar alongside an equal investment by an Israeli co-investor with which it has a shareholder's agreement. Shamrock is currently working with Ginegar management to develop its international growth strategies.

Polymer Logistics
Polymer Logistics is a pool management company specializing in the design, development and management of pools of reusable plastic Merchandising Units for the retail industry. Shamrock invested in a structured transaction with a valuation adjustment mechanism based on future performance. Shamrock is currently working with Polymer's management to develop its international expansion plans.

MAG Ltd
MAG Ltd develops, produces, and markets mechanical and electro-mechanical sub-assemblies for the automotive industry. Shamrock acquired its stake in MAG Ltd. in a structured transaction with a milestone based call/put option that would increase its investment over time. Shamrock is currently working with MAG management to develop its expansion plans.

Raval ACS
Raval is a subsidiary of Raviv, an enterprise which had an established track record in the injection molding business since the 1970s. Shamrock acquired its share in Raval in a structured transaction with a milestone based call/put option that would increase its investment over time. Shamrock is currently working with Raval management and Board to develop its U.S. expansion opportunities.

Silynx
Silynx Communications is a developer and manufacturer of rugged headsets and accessories for personal military communications devices. Shamrock invested in a structured transaction and is currently working with the company on its U.S. expansion plans.