MediVision Medical Imaging Ltd. ?+(972) 4-989-4884 ?+(972) 4-989-4883

? 26 Sweden St. Haifa, Israel 34980

? noam@medivision.co.il

FOR IMMEDIATE RELEASE REGULATED INFORMATION Execution of Term Sheet for New Business Venture

Haifa, Israel, November 9th , 2012 - MediVision Medical Imaging Ltd. (the "Company", EuroNext: MEDV) reports hereby, that on November 6th 2012, it entered into a non-binding Term Sheet for the acquisition / merger of an Israeli private company (the "Private Company") by / within the Company, in consideration for the issuance to the shareholders of the Private Company of Company shares representing approximately 65% of the Company's post-closing issued share capital (subject to adjustments).
The legal structure of the transaction is yet to be determined, based inter alia upon legal, accounting, tax, regulatory, business and other relevant considerations.
The Term Sheet contemplates that the proposed transaction shall be completed by January 30th, 2013 unless otherwise mutually agreed upon by the parties (the "Closing"), subject to certain conditions precedent detailed therein, including completing mutual due diligence investigations and securing certain fiscal results of each of the Company and the Private Company.
The Term Sheet further provides that definitive agreements to be entered into between the parties shall include terms customary to such transactions, including but not limited to representations and warranties, arrangements regarding amendments to the Company's Articles of Association, management of the post-transaction company by officers from both the Company and the Private Company, required votes by representatives of both sides to the transaction for certain agreed upon issues, lock-ups, indemnifications, waivers of claims and other issues.
The Term Sheet is non-binding, except (i) the Company's binding undertaking to extend the Private Company an interest bearing, secured loan in an aggregate amount of $350,000 which the Company may, in its discretion, increase under certain circumstances detailed in the Terms Sheet by an additional amount of
$200,000, all of which are to be repaid if the transaction does not close, or converted into equity if the transaction is consummated and (ii) the parties' mutual no-shop obligations for a limited period, which also includes a break-up fee in the event of breach.
If consummated, the proposed transaction is expected to involve the Company in a new field of business and to restore its engagement in active business pursuits.

This Report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of th e Company with respect to future events, the outcome of which is subject to certain risks including but not limited to as listed below and other factors, which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results of outcomes may vary materially from those described herein as projected, anticipated, believed, es timated, expected or intended. Such abovementioned risks include but are not limited to:

1. Uncertain market acceptance of Company products - The Company's future growth and profitability will depend, in large part, on the acceptance by the market of the Company's existing and proposed products. This acceptance will be substantially dependent on educating the market as to full capa bilities, distinctive characteristics, perceived benefits and efficacy of the Company's existing and proposed products. In addition, the future success of the Company's products will depend on their acce ptance by customers and on such customers' willingness and ability to purchase such products. There can be no assurance that the Company's products will receive the necessary market ac ceptance. Failure of the Company's existing and/or proposed products to gain market acceptance could have a material adverse effect on the Company's business, financial condition and results of operations.

2. New products - The Company, through its Research and Development teams, engages in the development of new technologies and products and in the upgrading and improvement of existing ones. There is no certainty that development of these technologies and/or products will be completed, successfully, or at all, or i f completed successfully, that a market for them will exist.

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