CELLCOM ISRAEL : ANNOUNCES SUBSIDIARY'S OFFER TO PURCHASE XFONE - UPDATE (Form 6-K)

CELLCOM ISRAEL ANNOUNCES SUBSIDIARY'S OFFER TO

PURCHASE XFONE - UPDATE

Netanya, Israel - August 20, 2021 - Cellcom Israel Ltd. (TASE: CEL) (hereinafter: the 'Company') announced today that following its previous report (dated August 18, 2021) regarding Golan Telecom Ltd., or Golan, a wholly owned subsidiary of the Company's offer to purchase the full share capital of Marathon (018) Xfone Ltd. or its activity (the 'Offer'), Golan submitted an updated offer per Xfone arrangement manager's request, which includes, among others, updating the total sum to be paid to Xfone's creditors (other than to the controlling shareholders of Xfone) to up to NIS million 65 and a 'safety net' to Xfone's creditors (other than to the controlling shareholders of Xfone) guaranteeing payment up to such amount to Xfone's creditors (other than to the controlling shareholders of Xfone) and continued employment to the employees, also in case Xfone enters liquidation procedures, for any reason before its sale is completed, following approval of Golan's Offer by the creditors meeting and the court.

The creditors meetings convened by the arrangement manager were delayed to August 22, 2021.

As previously noted, the transaction is conditioned on the receipt of regulatory approvals from the Israeli Ministry of Communications and the Competition Commissioner in addition to the approval of the creditors' meetings and the insolvency court. There is no certainty that the required approvals will be obtained or that the transaction will be executed in accordance with the offer or with changes.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is a leading Israeli communications group, providing a wide range of communications services. Cellcom Israel is the largest Israeli cellular provider, providing its cellular subscribers with a broad range of services including cellular telephony, roaming services, text and multimedia messaging, advanced cellular and data services and other value-added services in the areas of mobile office, data protection etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates advanced networks enabling high-speed broadband and advanced multimedia services. Cellcom Israel offers nationwide customer service including telephone customer service, retail stores, and service and sale centers. Cellcom Israel further provides OTT TV services, internet infrastructure and connectivity services and international calling services, as well as landline telephone services in Israel.

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