YOQNEAM, ISRAEL, Jun 02, 2008 (MARKET WIRE via COMTEX) ----Given Imaging Ltd. (NASDAQ: GIVN) (TELAVIV: GIVN) announced today that it has filed a Schedule 14D-9 Solicitation/Recommendation Statement with the U.S. Securities and Exchange Commission (the "SEC"), as required by the SEC's rules, in response to an unsolicited tender offer (the "Offer") by its principal shareholder Elron Electronic Industries Ltd. (NASDAQ: ELRN) (TELAVIV: ELRN) to purchase up to 1,462,640 ordinary shares of Given Imaging (currently representing 5.0% of Given Imaging's outstanding ordinary shares) for $16.54 per share. The terms and conditions of the Offer are set forth in an Offer to Purchase and the related Letter of Transmittal (collectively, the "Offer to Purchase") filed with the SEC and the Israeli Securities Authority ("ISA") by Elron on May 16, 2008.

The Board of Directors has determined not to make any recommendation to Given Imaging's shareholders and to remain neutral as to whether they should tender their shares in the Offer. The Board's reasons for its decision are set forth in Given Imaging's Schedule 14D-9 Solicitation/ Recommendation Statement. Among other reasons, the Board noted that Elron was launching the Offer to comply with Israeli law concerning voting power in Given Imaging. Elron was required to launch the Offer because, upon successful completion, Elron and its affiliated companies would control shares representing more than 45% of the voting power in Given Imaging. Under Israeli law, the Offer will not be consummated if either: (i) shares representing less than 5.0% of the voting power in Given Imaging are validly tendered, or (ii) the aggregate number of shares validly tendered is less than or equals the aggregate number of shares represented by notices of objection. Absent the special tender offer rules described above, the Board would not be required to express a view with respect to a purchase of 5% of Given Imaging's voting shares and such purchase would normally be consummated by means of public or private sales without the company's participation and with shareholders deciding to sell based on their individual assessments. In addition, shareholders have a right to object to the Offer. The Israeli special tender offer rules expressly permit the Board to refrain from expressing any view regarding the advisability of the Offer provided it articulates its reasons for not expressing a view.

As a result of the foregoing considerations, the Board believes that each shareholder should review the Offer, consult with such shareholder's financial and tax advisors, and make an independent determination that would meet their investment objectives.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Given Imaging Ltd. Shareholders are advised to make their own decisions on whether to tender their shares and accept the Offer, based on all of the available information, including the factors considered by the Board of Directors described in Given Imaging's Schedule 14D-9 Solicitation/Recommendation Statement, filed today with the SEC and the ISA. The Schedule 14D-9 and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to whether to tender in the Offer. Given Imaging urges each shareholder to read the Schedule 14D-9, as well as the Offer to Purchase, prior to making any decision regarding the Offer. The tender offer materials, the Solicitation/Recommendation Statement and other filed documents are available at no charge on the SEC's website at http://www.sec.gov and on the ISA's website at http://www.magna.isa.gov.il.

About Given Imaging Ltd.

Given Imaging is redefining gastrointestinal diagnosis by developing, producing and marketing innovative, patient-friendly products for detecting gastrointestinal disorders. The company's technology platform is the PillCam(R) Platform, featuring the PillCam video capsule, a disposable, miniature video camera contained in a capsule, which is ingested by the patient, a sensor array, data recorder and RAPID(R) software. Given Imaging has a number of available capsules: the PillCam SB video capsule to visualize the entire small intestine which is currently marketed in the United States and in more than 60 other countries; the PillCam ESO video capsule to visualize the esophagus; the Agile(TM) patency capsule to determine the free passage of the PillCam capsule in the GI tract and the PillCam COLON video capsule to visualize the colon that has been cleared for marketing in the European Union. PillCam COLON has received a CE Mark, but is not cleared for marketing or available for commercial distribution in the USA. More than 700,000 patients worldwide have benefited from the PillCam capsule endoscopy procedure. Given Imaging's headquarters, manufacturing and R&D facilities are located in Yoqneam, Israel. It has operating subsidiary companies in the United States, Germany, France, Japan, Australia and Singapore. Given Imaging's largest shareholders include Elron Electronic Industries (NASDAQ & TASE: ELRN). For more information, visit http://www.givenimaging.com.

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) satisfactory results of clinical trials with PillCam COLON (2) our ability to receive regulatory clearance or approval to market our products or changes in regulatory environment, (3) our success in implementing our sales, marketing and manufacturing plans, (4) protection and validity of patents and other intellectual property rights, (5) the impact of currency exchange rates, (6) the effect of competition by other companies, (7) the outcome of future litigation, including patent litigation with Olympus Corporation, (8) our ability to obtain reimbursement for our product from government and commercial payors, (9) quarterly variations in operating results, (10) the possibility of armed conflict or civil or military unrest in Israel, and (11) 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, 2007. 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.

 For further information contact: Fern Lazar
   David Carey Lazar Partners Ltd. 866-GIVEN-IR Email Contact Email Contact 

SOURCE: Given Imaging

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