Matav: Partner's Board Approves Share Buy-Back Offer

Matav: Partner's Board Approves Share Buy-Back Offer

Israeli Cable Companies Receive Extension for Merger Approval by the Israeli Controller of Restrictive Business Practices

NETANYA, Israel, February 24/PRNewswire-FirstCall/ -- Matav-Cable Systems Media Ltd. (Nasdaq: MATV & TASE: MATV) (hereinafter:
"Matav") announced today that further to the announcement by Partner
Communications Company Ltd. (NASDAQ and TASE: PTNR; LSE: PCCD) ("Partner")
yesterday, Partner's Board of Directors has approved the acceptance of the
irrevocable offer by Elbit Ltd. ("Elbit"), Eurocom Communications Limited
("Eurocom") and Polar Communications Limited ("Polar") to sell all their
31.7 million Partner shares (approximately 17.2%) to Partner upon the terms
described in Matav's press release on February 8, 2005. Matav has the
option to participate in the sale of Partner shares to Partner, in which
case the number of Partner shares to be sold to Partner would increase to
approximately 33.3 million shares. In the event that Matav does not
exercise its option, then for a period of 90 days following the closing of
such sale, Matav will have the option to sell approximately 5.7 million of
its Partner shares to Elbit, Eurocom and Polar.

The offer is subject to Partner obtaining all corporate and regulatory
consents and approvals required by law or Partner's general license,
including, among others, approval of Partner's shareholders and the consent
of the Israel's Ministry of Communications. There is no assurance that the
buyback transaction will be completed.

About Matav:

Matav is one of Israel's three cable television providers, serving
roughly 25 per cent of the population. Matav's current investments include
5.3 per cent of Partner Communications Ltd., a GSM mobile phone company and
10 per cent of Barak I.T.C. (1995) Ltd., one of the three international
telephony providers in Israel.

This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the US Private Securities
Litigation Reform Act of 1995. Forward-looking statements that are based on
various assumptions (some of which are beyond Matav's control) may be
identified by the use of forward-looking terminology, such as "may", "can
be", "will", "expects", "anticipates", "intends", "believes", "projects",
"potential", "are optimistic", "view" and similar words and phrases. Actual
results could differ materially from those set forth in forward-looking
statements due to a variety of factors, including but not limited to (1)
changes in technology and market requirements, (2) decline in demand for
the company's products, (3) inability to timely develop and introduce new
technologies, products and applications, (4) loss of market share and
pressure on pricing resulting from competition, (5) uncertainty as to the
completion of acquisition of new businesses or operations and integration
thereof with Matav's business, and (6) the other risk factors detailed in
Matav's most recent annual report and other filings with the US Securities
and Exchange Commission. Matav undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Contacts:
Ori Gur Arieh, Counsel
Matav-Cable Systems Media Ltd.
Tel.: +972-9-860-2261

Ayelet Shiloni
Integrated Investor Relations
Tel.:+1-866-447-8633
Tel:+972-50-6883-336
ayelet@integratedir.com.

Source: Matav - Cable Systems Media Ltd.

Contacts: Ori Gur Arieh, Counsel Matav-Cable Systems Media Ltd. Tel.: +972-9-860-2261; Ayelet Shiloni Integrated Investor Relations Tel.:+1-866-447-8633 Tel:+972-50-6883-336 ayelet@integratedir.com

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