U.S. Listing Opportunities for Israeli Companies Presented by Guy Cohen Executive Director, Head of Israeli Investment Banking, Oppenheimer April 2, 2008.

U.S. Listing Opportunities for Israeli Companies

Presented by

Guy CohenExecutive Director,

Head of Israeli Investment Banking, Oppenheimer

April 2, 2008

IPO Market Overview

3

Market Snapshot

Source: FactSet, Bloomberg as of 3/28/08

Capital Markets Performance

4

Market Snapshot (cont.)

Source: FactSet, Bloomberg as of 3/28/08

Economic/ Sentiment Indicators

5

ECM Activity

Amount ($M)

Number of Deals

IPOs (1) Converts(3)P.I.P.E.s(2)Follow-ons

Source: Dealogic and Sagient Research as of 3/28/08Deal values exclude overallotment; Excludes closed-end funds and non-SPAC unit offerings(1) Includes SPACs(2) ≥ $20M and excludes capital injections(3) Includes publicly marketed capital injections

0

17,945

22

0

386

0

276

0

1,361

1,170

122

2,526 96

105

99

256

63

108

220

545

220

1,740

700

440

Week of 2/18

Week of 2/25

Week of 3/3

Week of 3/10

Week of 3/17

Week of 3/24

0 500

1000

1500

2000

2500

3000

3500

4000

0 500

1000

1500

2000

2500

3000

3500

4000

0 500

1000

1500

2000

2500

3000

3500

4000

0 500

1000

1500

2000

2500

3000

3500

4000

1

0

2

0

0

2

3

0

4

9

4

1 5

3

6

5

4

6

2

4

3

7

1

2Week of 2/18

Week of 2/25

Week of 3/3

Week of 3/10

Week of 3/17

Week of 3/24

0 2 4 6 8 10 12 14 16 0 2 4 6 8 10 12 14 16 0 2 4 6 8 10 12 14 16 0 2 4 6 8 10 12 14 16

6

IPO Issuance

Sector Breakdown ($62.1B)Sector Breakdown ($62.1B)(2) (2) Monthly Issuance Monthly Issuance

0

6

12

18

24

30

Jan-07

Feb-07

Mar-07

Apr-07

May-07

Jun-07

Jul-07

Aug-07

Sep-07

Oct-07

Nov-07

Dec-07

Jan-08

Feb-08

Mar-08

# o

f D

eal

s

0.0

4,000.0

8,000.0

12,000.0

16,000.0

20,000.0

$ A

mo

un

t (M

)

Market Caps < $250M Market Caps ≥ $250M $ Amount (M)

Technology13%

Media8%

Telecom5%

Consumer6%

Industrial9%Energy & Utility

6%

Finance43%

Healthcare7%

Real Estate3%

Pace of Issuance In 2008, 10 IPOs priced to raise $18.7B(1) compared to 41 IPOs priced in Q107 that raised

$8.7 billion

In 2007, 205 IPOs priced to raise $43.3B

Recent IPOs – Visa, Cardionet, Heritage-Crystal Clean

The current IPO Backlog has approximately 93 transactions that are expected to raise $18.4B

Source: Dealogic as of 3/28/08, deal values ≥ $20M and exclude overallotment, market caps ≥ $50MExcludes SPACs(1) Including the IPO of VISA Inc. that raised $17.9 billion(2) Sector breakdown by $ amount

7

IPO Performance

Source: Dealogic as of 3/28/08, Deal Value ≥ $20M, Excludes SPAC

Share Offered Relative to Shares FiledShare Offered Relative to Shares Filed Offer Price Relative to Filing RangeOffer Price Relative to Filing Range

Since 2007, 27.9% of IPOs priced above their initial filing ranges

IPOs have performed well on their first day of trading, up an average of 12.9%

With the recent volatility in the markets, current performance has suffered; since

2007, IPOs are down an average of 11.0% from their offer prices

8

IPO Sizing Analysis

Source: Dealogic as of 3/28/08, deal values ≥ $20M and exclude overallotment, excludes SPACs

9

IPO Sizing Analysis (cont.)

Source: Dealogic as of 3/28/08, deal values ≥ $20M and exclude overallotment, excludes SPACs

$ Amount by Market Cap$ Amount by Market Cap# of Deals by Market Cap# of Deals by Market Cap

2007-08 YTD IPOs2007-08 YTD IPOs

10

2007- 2008 YTD Israeli IPOs in the US

Source: Dealogic as of 3/24/08, Shaded deals represent Oppenheimer bookrun offerings (includes Oppenheimer plus CIBC World Markets)Deal Value ≥$20M and excludes overallotment(1) IPO % Change Price Initial / Offer is calculated from mid-point of filing range to offer price

Pricing Date

Issuer NameTicker

SymbolSpecific Industry

Offer Price (US$)

Deal Value

Excl Ovl ($M)

Market Cap ($M)

% Change Price Initial / Offer (1)

% Change

Price Offer / 1

Day

% Change Price Offer /

Current

10/30/07 012 Smile.Communications Ltd SMLC Telecommunications-Telephone 12.00 80.1 304.3 (20.0) 0.0 (13.8)7/25/07 Voltaire Ltd VOLT Technology-Services 9.00 51.9 184.3 (30.8) (7.4) (38.9)7/18/07 Limco-Piedmont Inc LIMC Transportation-Airports 11.00 48.4 140.4 4.8 20.9 (45.5)5/23/07 STARLIMS Technologies Ltd LIMS Technology-Software 13.50 28.4 126.4 (1.5) 0.2 (44.5)

4/4/07 Veraz Networks Inc VRAZ Technology-Services 8.00 72.0 316.5 (27.3) (2.5) (66.6)3/14/07 BigBand Networks Inc BBND Technology-Networks 13.00 139.1 742.6 18.2 30.8 (53.5)2/26/07 Rosetta Genomics Ltd ROSG Healthcare-Drugs/Pharmaceuticals 7.00 26.3 78.8 (41.7) 4.6 (41.4)

2/7/07 Mellanox Technologies Ltd MLNX Technology-Semiconductors 17.00 102.0 506.6 30.8 17.7 (20.5)2/5/07 Cellcom Israel Ltd CEL Telecommunications-Wireless/Cellular 20.00 400.0 1,570.5 17.7 (2.3) 66.5

Number of Deals: 9 High 20.00 400.0 1,570.5 30.8 30.8 66.5 Total Amount Raised ($B): 0.9 Mean 12.28 105.3 441.2 (5.5) 6.9 (28.7)

Median 12.00 72.0 304.3 (1.5) 0.2 (41.4)Low 7.00 26.3 78.8 (41.7) (7.4) (66.6)

11

Recent IPO Filings – SPAC dominance

Source: Dealogic as of 3/28/08Deal Value ≥ $20MExcludes closed-end funds and non-SPAC unit offerings* represents SPAC

SPAC Fillings:

Majority of recent filings

NASDAQ and NYSE proposed rule changes

Bulge Bracket sponsored SPACs

Investor appetite changes

12

TM&T IPOs in Registration

Note: Deals filed within last 120 daysSource: Dealogic as of 3/28/08, Deal Value ≥ $20M

FilingDate

Issuer NameTicker

SymbolSpecific Industry

Current Deal Value

($M)Issuer Business Description

3/10/08 Eyeblaster Inc EYEB New Media-Software 115.0 Produces rich media ad technology and digital marketing solutions via a web dashboard.

2/14/08 IDS Group Inc IDSI Technology-Software 86.3 A provider of software services.

2/7/08 Real Goods Solar Inc RSOL Technology-Alternative Energy 57.5 A residential solar energy integrator.

1/28/08 Current Media Inc CRTM Media-Cable Television 100.0 Operators of cable television network.

11/1/08 Valor Computerized Systems Ltd VLOR Technology-Software 80.5 Develops software for circuit boards.

1/11/08 LogMeIn Inc LOGM Technology-Software 86.3 A provider of on-demand, remote-connectivity solutions to small and medium-sized businesses.

1/10/08 Intelius Inc INTL New Media-Services 143.8 A commerce company that provides intelligence services to consumers over the internet.

1/4/08 IPC Systems Holdings Corp IPCA Telecommunications-Telephone 400.0 A provider of communications services.

12/26/07 Source Photonics Inc SRSE Technology-Semiconductors 130.0 Provides optical communication products used in telecommunication systems and data communications networks.

12/21/07 Anda Networks Inc ANDA Technology-Networks 86.3 Developer of a network access platform for communication service providers to deliver data services.

12/18/07 GlassHouse Technologies Inc GLAS Technology-Software 100.0 Provides enterprise storage services, backup and recovery, business continuity, and program management

12/14/07 Infonxx Inc - Technology-Services 250.0 An information services provider.

12/14/07 ExactTarget Inc EXTG Technology-Software 86.3 Provider of on-demand email marketing software solutions.

12/11/07 Digital Domain Inc DTWO Media-Film 100.0 Full-service digital studio and production company.

11/30/07 Broadview Networks Holdings Inc - Telecommunications-Services 287.5 Provider of high-speed Internet access and services

High 400.0 Mean 140.6 Median 100.0 Low 57.5

13

Healthcare IPOs in Registration

Note: Deals filed within last 120 daysSource: Dealogic as of 3/28/08, Deal Value ≥ $20M

FilingDate

Issuer NameTicker

SymbolSpecific Industry

Current Deal Value

($M)Issuer Business Description

3/20/08 Zogenix Inc ZGNX Healthcare-Drugs/Pharmaceuticals

86.3 Specialty pharmaceutical company.

3/13/08 Salient Surgical Technologies Inc SLNT Healthcare-Instruments 86.3 Medical technology company that develops and markets surgical products.

3/12/08 CyDex Pharmaceuticals Inc CYDX Healthcare-Drugs/Pharmaceuticals

50.0 Pharmaceutical company focused on the development and commercialization of drugs.

3/7/08 Bostwick Laboratories Inc BOST Healthcare-Miscellaneous Services

100.0 Laboratory focused on the diagnosis of cancer.

1/25/08 Phenomix Corp PHMX Healthcare-Drugs/Pharmaceuticals

86.3 Drug discovery firm investigating new treatments for immune system, central nervous system, and metabolic diseases.

1/23/08 Accuro Healthcare Solutions Inc ACCU Healthcare-Services 143.8 Provider of comprehensive solutions that enhance revenue and improve financial, clinical and logistical operational efficiencies for healthcare providers.

1/22/08 Cardiovascular Systems Inc CSII Healthcare-Instruments 86.3 Medical device development company that has completed designs, develops, testing, and markets clinical devices for the treatment of cardiovascular disease.

1/9/08 Bayhill Therapeutics Inc BHTX Healthcare-Drugs/Pharmaceuticals

86.3 A clinical-stage biopharmaceutical company.

1/9/08 Omeros Corp OMER Healthcare-Drugs/Pharmaceuticals

115.0 Biopharmaceutical company advancing a pipeline of product candidates for use in orthopedics, rheumatology, urology, cardiovascular medicine, general surgery and pain management.

12/31/07 Alma Lasers Ltd ALMA Healthcare-Instruments 86.3 Developer, manufacturer and marketer of laser, light and radiofrequency-based systems for the aesthetic medical market.

12/19/07 Prometheus Laboratories Inc - Healthcare-Drugs/Pharmaceuticals

100.0 Offers pharmaceutical products, pharmacogenetic testing, therapeutic drug metabolic monitoring, specialised surgical pathology and IT services.

High 143.8 Mean 93.3 Median 86.3 Low 50.0

Exchange Comparison

15

Maturity

Exchange/

Investor Type

Expansion

Growth

Initial Sales

R&D

Concept

Venture

Capital

Private

Equity

AIM

Candidates

TSX

Candidates

NASDAQ

Candidates

Investor and Exchange Stages

PE

VC

Note: Qualitative graph

16

IPO Exchange Comparison

Source: Thomson Financial, IVC-Online and Exchange websites(1) Performance based on 60 days post-IPO

17

2007 Initial Public Offerings

Source: Thomson Financial and IVC-Online

18

Israeli Listings on Various Exchanges

Source: Thomson Financial

19

Israeli Listings on Nasdaq

Source: Thomson Financial

20

US Listing Advantages

Liquidity

Research Coverage

Technology and Healthcare Orientation

Shares as Acquisition Currency

Valuation

Israeli Companies Acceptance

Consideration point: Regulatory Enviroment

US IPO Opportunity

22

IPO Issues for Consideration

Selection of underwriters

Structure of IPO

Corporate governance

Professional services

Timing

Costs

23

US IPO Timeline

A US IPO Process Typically Takes 12 – 14 Weeks amendments

24

Introduction to Oppenheimer

Oppenheimer Investment Bank> Investment bank focused on Mid and

Small cap companies> Leading underwriter of Mid and Small

cap equity transactions with global distribution

> Leading financial advisor dedicated to providing best-in-class advice and M&A services globally

> Proven equity, convert and high yield sales and trading

> Leading provider of corporate and executive services

Oppenheimer Wealth Management> 7th largest independent U.S.

investment bank based on # of registered brokers

> Robust retail distribution network with ~1,300 financial advisors servicing high net worth individuals

> Manages ~$62 billion in Client Assets

Oppenheimer Asset Management> Provides traditional asset management

services and alternative investment strategies

> ~$17 billion in Assets under Management

> Broad institutional distribution network throughout Europe

> The Leading Israeli Investment Bank> 40 years of operation in Israel

> Most active underwriter of U.S.-listed Israeli companies

> Offices in China and Hong Kong> Leading underwriter of U.S.-listed

IPOs for Chinese companies

25

Strong Commitment to Israel Over 65 financings since 1997 for $6.7 billion in gross proceeds

Over 10 M&A advisory assignments for $3.6 billion

Selected Transaction:

Thank You!

[email protected]

Office: +972 3 5262627