OFFER TO PURCHASE FOR CASH
UP TO 2,038,977 ORDINARY SHARES
$6.00 NET PER SHARE
RONEX HOLDINGS, LIMITED PARTNERSHIP
IN AN OFFER BEING CONDUCTED IN THE UNITED STATES AND ISRAEL
We, Ronex Holdings, Limited Partnership, a limited partnership organized under the laws of the State of Israel, are offering
to purchase up to 2,038,977 ordinary shares, NIS 1.00 par value per share, of Retalix Ltd., or Retalix shares, at the price of $6.00
per Retalix share, net to you (subject to withholding taxes, as applicable), in cash, without interest. As of December 31, 2008,
there were 20,389,771 Retalix shares issued and outstanding.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. SEE
SECTION 11, WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.
THE OFFER IS NOT CONDITIONED ON THE AVAILABILITY OF FINANCING OR THE APPROVAL OF THE BOARD OF
DIRECTORS OF THE COMPANY.
IF MORE THAN 2,038,977 RETALIX SHARES ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IN THE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 RETALIX
SHARES FROM ALL TENDERING SHAREHOLDERS, SO THAT WE WOULD PURCHASE NO MORE THAN 2,038,977
THE INITIAL PERIOD OF THE OFFER WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, OR 5:00 P.M., ISRAEL TIME, ON
THURSDAY, FEBRUARY 19, 2009, UNLESS THE INITIAL PERIOD OF THE OFFER IS EXTENDED. WE REFER TO THIS
PERIOD, AS MAY BE EXTENDED, AS THE INITIAL OFFER PERIOD. UPON THE TERMS OF, AND SUBJECT TO THE
CONDITIONS TO, THE OFFER, IF PRIOR TO THE COMPLETION OF THE INITIAL OFFER PERIOD, ALL THE CONDITIONS
TO THE OFFER ARE SATISFIED OR, SUBJECT TO APPLICABLE LAW, WAIVED BY US, WE WILL PROVIDE YOU WITH
AN ADDITIONAL FOUR CALENDAR-DAY PERIOD, UNTIL 10:00 A.M., NEW YORK TIME, OR 5:00 P.M., ISRAEL TIME, ON
MONDAY, FEBRUARY 23, 2009, DURING WHICH YOU MAY TENDER YOUR RETALIX