PETACH TIKVA, Israel -- Internet Gold - Golden Lines Ltd. (Nasdaq Global Market and TASE: IGLD), a leading Israeli communications group, today announced that its 75.3% owned subsidiary, 012 Smile.Communications Ltd. has entered into a definitive share purchase agreement under which it will acquire a controlling interest of approximately 30.6% in Bezeq The Israel Telecommunication Corp., Israel's largest telecommunications provider (TASE: BZEQ) from Ap.Sb.Ar. Holdings Ltd. (the Apax Partners-Saban Capital Group Inc.-Arkin consortium), in a cash transaction currently valued at approximately NIS 6.5 billion, or NIS 8.00 per share, representing a 7.0% discount on the shares of Bezeq based on Bezeq's closing share price prior to the announcement (as of October 22, 2009). 012 Smile will be entitled to receive all dividends paid by Bezeq to Ap.Sb.Ar. prior to closing. The transaction, which was approved by the Board of Directors of 012 Smile, is subject to the receipt of necessary regulatory approvals, including approvals from the Israeli Ministry of Communications, the Israeli Antitrust Commissioner and from the Prime Minister and the Minister of Communications of the State of Israel.

Eli Holtzman, Chief Executive Officer of Internet Gold, said: "For the past two years, we have been searching for the right accretive investment which will upgrade our group to the forefront of the Israeli Communication market. I trust that this investment will solidify Internet Gold's position as Israel's largest communications group while creating significant value to our shareholders."

Stella Handler, Chief Executive Officer of 012 Smile, said: "This transaction is in line with our strategy to become, through selective investments, the leading integrated player in Israel's telecom marketplace. Given its unique competitive positioning and strong cash flow generation, Bezeq represents an attractive investment for 012 Smile."

As the largest telecom operator in Israel, Bezeq provides wired and wireless telephone and other communications services to consumer and business subscribers throughout Israel. Bezeq, which has over 2.5 million access lines and about 1 million broadband ASL lines, also provides mobile services through its cellular phone subsidiary, Pelephone Communications, to approximately 2,700,000 accounts. Bezeq serves approximately 560,000 satellite television viewers with its YES brand through its DBS Satellite subsidiary. Additionally, Bezeq International is an ISP and data service provider and an international long distance service provider in Israel.

012 Smile.Communications Ltd.

Bezeq, The Israel Telecommunications Corp. Ltd. (OTC: BZQIF)