Hadera, Israel, 31 August 2010 -- /PRNewswire/ -- Hadera Paper Ltd. (HAP; AMEX:AIP) announced that it is commencing a tender offer to purchase 186,704 ordinary shares of Carmel Container Systems Ltd. for USD 22.50 per share, in cash, less any required withholding taxes and without interest.

Carmel designs and manufactures paper-based packaging and related products. In October 1986, Carmel completed its initial public offering and listed its shares on Amex. Carmel's shares were traded on Amex under the symbol "KML" until their delisting in 2005.

As of 31 August 2010, HAP, holds 1,553,170 Carmel shares, representing approximately 89.3% of Carmel's issued and outstanding share capital and voting rights (calculated excluding shares held in treasury).

The initial period of the tender offer and withdrawal rights are scheduled to expire at 10:00 a.m., Eastern Time, on 04 October 2010, unless the initial period is extended by HAP.

HAP's undertaking to purchase all of the shares under the tender offer is conditioned upon the duly acceptance of at least 99,711 shares, constituting approximately 5.7% of Carmel's issued and outstanding share capital and voting rights (excluding shares held in treasury).

If at least 99,711 Carmel shares are validly tendered and not withdrawn by shareholders in the tender offer, then under Israeli law, HAP would automatically acquire the entire number of shares subject to the tender offer, including all shares owned by non-tendering shareholders, and HAP would then own 100% of Carmel's issued and outstanding share capital and voting rights (excluding shares held in treasury).

The complete terms and conditions of the tender offer, including important U.S. and Israeli income and withholding tax considerations relating to the tender offer, are contained in the offer to purchase. The offer to purchase, as well as all other tender offer materials, will be made available without charge to all shareholders by contacting American Stock Transfer & Trust company, the depository for the tender offer, at (718) 921-8317 or toll free (877) 248-6417.