SOURCE: Given Imaging

Given Imaging

September 27, 2011 07:00 ET

Given Imaging Announces Special Meeting of Shareholders

YOQNEAM, ISRAEL--(Marketwire - Sep 27, 2011) - Given Imaging Ltd. (NASDAQ: GIVN) today announced that a special meeting of shareholders has been scheduled for November 15, 2011 to approve the extension and amendment of an existing Registration Rights Agreement between the Company and its affiliated shareholders, Discount Investment Corporation, Elron Electronic Industries Ltd. (Elron) and RDC Rafael Development Corporation, which collectively own approximately 46.7% of the Company's ordinary shares. Shareholder approval of this transaction is required under Israeli corporate law. The meeting will take place at its corporate headquarter in Yoqneam, Israel, at 4:00 pm local time. Shareholders of record at the close of business in the United States on October 6, 2011, will be entitled to vote at this meeting.

At the special shareholders meeting, shareholders will be asked to approve an Amended and Restated Registration Rights Agreement, which will amend certain terms of the existing agreement and extend the registration rights until July 18, 2017. The specific terms of the Amended and Restated Registration Rights Agreement will be included in a Proxy Statement the Company plans to distribute to shareholders around mid-October.

The affiliated shareholders have requested an extension and amendment of the terms of the existing registration Rights Agreement to help facilitate future pledges of their shares in the Company to secure loans and/or credit lines to the affiliated shareholders.

The affiliated shareholders initially entered into a Registration Rights Agreement with the Company in February 2000, when the Company was still a private company, to regulate a potential sale of their shares and protect the market for the Company's ordinary shares after the Company became public in October 2001. In 2007, shareholders approved the existing Agreement until July 18, 2012. The Amended and Restated Agreement will provide continued protection for the market for the Given Imaging's ordinary shares as it requires the affiliated shareholders to notify and coordinate with the Company the registration of shares owned by them, thereby mitigating the disruption to the ordinary activity in the market for the Company's shares. The affiliated shareholders have informed the Company that if the Amended and Restated Agreement is not approved, it is their intention to exercise their contractual rights under the existing agreement and require registration of their shares before the expiration of the existing Agreement. The Board of the Directors believes that approval of the Amended Agreement will prevent such occurrence, which could negatively impact the market for the Company's shares and will require the Company to incur the costs of registration.

The Company's Audit Committee and Board of Directors believe that the approval of the Amended and Restated Registration Rights Agreement is in the best interest of the Company and have approved to submit such agreement to the vote of the shareholders.

About Given Imaging Ltd.
Since pioneering the field of capsule endoscopy in 2001, Given Imaging has become a world leader in GI medical devices, offering health care providers a range of innovative options for visualizing, diagnosing and monitoring the digestive system. The company offers a broad product portfolio including PillCam® video capsules for the small bowel, esophagus and colon [PillCam® COLON not approved for use in the United States.], industry-leading ManoScan™ high-resolution manometry and Bravo® wireless and Digitrapper® pH and impedance products. Given Imaging is committed to delivering breakthrough innovations to the GI community and supporting its ongoing clinical needs. Given Imaging's headquarters are located in Yoqneam, Israel, with operating subsidiaries in the United States, Germany, France, Japan, Australia, Vietnam and Hong Kong. For more information, please visit www.givenimaging.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, projections about our business and our future revenues, expenses and profitability. Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as "may," "anticipates," "estimates," "expects," "intends," "plans," "believes," and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual events, results, performance, circumstances or achievements of the Company to be materially different from any future events, results, performance, circumstances or achievements expressed or implied by such forward-looking statements. Factors that could cause actual events, results, performance, circumstances or achievements to differ from such forward-looking statements include, but are not limited to, the following: (1) our ability to develop and bring to market new products, (2) our ability to successfully complete any necessary or required clinical studies with our products, (3) our ability to receive regulatory clearance or approval to market our products or changes in regulatory environment, (4) our success in implementing our sales, marketing and manufacturing plans, (5) the level of adoption of our products by medical practitioners, (6) the emergence of other products that may make our products obsolete, (7) lack of an appropriate bowel preparation materials to be used with our PillCam COLON capsule, (8) protection and validity of patents and other intellectual property rights, (9) the impact of currency exchange rates, (10) the effect of competition by other companies, (11) the outcome of significant litigation, (12) our ability to obtain reimbursement for our product from government and commercial payors, (13) quarterly variations in operating results, (14) the possibility of armed conflict or civil or military unrest in Israel, (15) the impact of global economic conditions, (16) our ability to successfully integrate acquired businesses, (17) changes and reforms in applicable healthcare laws and regulations, (18) adverse events or product quality issues that could require us to recall products and impact our sales, and (19) other risks and factors disclosed in our filings with the U.S. Securities and Exchange Commission, including, but not limited to, risks and factors identified under such headings as "Risk Factors," "Cautionary Language Regarding Forward-Looking Statements" and "Operating Results and Financial Review and Prospects" in the Company's Annual Report on Form 20-F for the year ended December 31, 2010. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except for the Company's ongoing obligations to disclose material information under the applicable securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

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