Valley Telecom Ltd. offered to acquire substantially all the assets of Alvarion Ltd. (NasdaqCM:ALVR) for ILS 11 million August 25, 2013. Valley Telecom Ltd.'s offer was deemed superior. Valley Telecom offered $1.5 million (ILS 5.4 million) plus minimum of $1.8 million (ILS 6.5 million) on attaining certain mile stone. Separately, Valley Telecom offered to pay ILS 1.8 million for newly-issued shares representing 75% of Alvarion's outstanding ordinary shares. Yoav Kfir will receive newly-issued shares representing 15% of Alvarion's outstanding ordinary shares, while Alvarion's existing ordinary shares will be diluted to represent 10% of Alvarion's outstanding ordinary shares.

Yoav Kfir, the court-appointed Receiver, submitted an urgent motion to the District Court of Tel Aviv – Yaffo requesting the court to approve a revised proposal from Valley Telecom Ltd. to acquire the Alvarion and its assets. Following the motion submitted by the receiver on August 25, 2013, Yoav Kfir received revised proposals from certain bidders and consequently conducted another round of negotiations with the bidders for Alvarion and its assets. As a result of the negotiations, Valley Telecom submitted a revised proposal to pay a minimum of ILS 20.75 million for all of Alvarion's assets and, should a creditors' settlement be approved, at least 75% of Alvarion's outstanding ordinary shares, as well as additional contingent payments. Of the purchase consideration, ILS 12 million is payable in two installments by September 30, 2013, a minimum of ILS 6.25 million is payable in four installments between November 30, 2013 and May 30, 2014, ILS 2.5 million for Alvarion's patents payable at the end of 2013, additional amounts derived from the realization of Alvarion's assets, inventory and accounts receivables in the two-year period commencing from the Court's approval. In the event a creditors' settlement is not approved, the ILS 6.25 million referred to above shall be credited against this payment. In addition, under the terms of this proposal, Valley Telecom will assume the management and financing of Alvarion's operations commencing on September 15, 2013. Valley Telecom provided bank guarantees totaling ILS 1.8 million in connection with this proposal. The execution of an agreement in respect of this proposal is subject to certain conditions, including, but not limited to, the Court's approval and regulatory approvals.

On September 1, 2013, court granted two motions submitted by Yoav Kfir. First is to continue the process of appeal to Nasdaq for continued listing of Alvarion's shares, and for that purpose incur additional expenses and make payments to advisors and second to extend the ongoing operation through September 15, 2013.

On September 4, 2013, the approval of the District Court of Tel Aviv – Yaffo for the sale of Alvarion's assets to Valley Telecom Ltd. was received. Following the Court hearing held on September 2, 2013 a second round of negotiations was executed, and the Court approved a revised proposal submitted by Valley Telecom. Valley Telecom will pay for Alvarion's assets no less than ILS 38 million. An initial payment of ILS 12.5 million will be made on September 15, 2013 and at that time Valley Telecom will take over Alvarion's operations. The balance of the payment shall be made no later than the end of 2014. If the creditors' plan and settlement is approved before January 30, 2014, it will result in an additional payment by Valley Telecom of ILS 6.25 million and the issuance to the receiver of shares representing 15% of Alvarion's outstanding ordinary shares, post settlement. As of September 18, 2013, Valley Telecom Ltd. has made its first payment of $12.5 million. Following this payment, Valley Telecom has assumed the management and financing of the Alvarion Ltd‘s operations and the court-mandated operating plan had ended. The conversion for deal value is done as on August 26, 2013 from www.oanda.com.