OFFER TO PURCHASE FOR CASH
UP TO 4,440,000 ORDINARY SHARES
ELRON ELECTRONIC INDUSTRIES LTD.
$12.00 NET PER SHARE
DISCOUNT INVESTMENT CORPORATION LTD.
IN AN OFFER BEING CONDUCTED IN THE UNITED STATES AND ISRAEL
We, Discount Investment Corporation Ltd., a company organized under the laws of Israel, are offering to purchase up to
4,440,000 ordinary shares, NIS 0.003 par value per share, of Elron Electronic Industries Ltd., or Elron shares, at the price of $12.00
per Elron share, net to you (subject to withholding taxes, as applicable), in cash, without interest. As of October 23, 2006, there
were 29,534,955 Elron shares issued and outstanding.
THE OFFER IS SUBJECT TO THE CONDITIONS DESCRIBED IN SECTION 11.
THE OFFER IS NOT CONDITIONED ON THE AVAILABILITY OF FINANCING OR THE APPROVAL OF THE BOARD OF
DIRECTORS OF ELRON. PLEASE READ SECTION 11, WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.
IF MORE THAN 4,440,000 ELRON SHARES ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IN THE
UNITED STATES AND ISRAEL IN THE AGGREGATE, WE WILL PURCHASE A PRO RATA NUMBER OF ELRON SHARES
FROM ALL TENDERING SHAREHOLDERS, SO THAT WE WOULD PURCHASE NO MORE THAN 4,440,000 ELRON
THE OFFER WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, OR 5:00 P.M., ISRAEL TIME, ON WEDNESDAY, NOVEMBER
29, 2006, UNLESS THE OFFER IS EXTENDED. WE REFER TO THIS PERIOD, AS MAY BE EXTENDED, AS THE OFFER
The Elron shares are listed on the Nasdaq Global Market, or Nasdaq, and on the Tel Aviv Stock Exchange Ltd., or the TASE, in
each case under the ticker symbol "ELRN." On October 24, 2006, the last trading day before commencement of the offer, the
closing sale price of the Elron shares was $11.65 on Nasdaq and NIS 49.70 ($11.60 based on an exchange rate of NIS 4.283 per
United States dollar as of October 24, 2006) on the TASE. We encourage you to obtain current market quotations for the Elron
shares before deciding whether to tender your Elron shares. See Section 6.