Tel Aviv-listed company Polar Communications is negotiating to increase its holdings in Mind CTI (Nasdaq:MNDO) ( MNDO) from 4.8% to 24.9%.

Polar Communications is a member of the Polar Investments group (formerly known as Poalim Investments), which is controlled by the Shrem, Fudim Kelner group. All are listed on the Tel Aviv Stock Exchange.

Rimon Ben-Shaoul will be appointed to the Mind CTI board of directors as a representative of Polar once the deal is complete.

Polar's move would increase its stake in Mind CTI to beyond that of its founder and chief executive, Monica Eisinger, who owns 24.4% of the company's stock. She is not fazed: "It doesn't bother me, on the contrary, I welcome the move," she told TheMarker. In any case the company has six directors, each of whom has one vote, so she does not make decisions on her own, she pointed out.

Polar CEO Roni Harel says the company sees Mind CTI as an excellent business opportunity. "We have no intention of increasing our stake beyond 25%," Harel said, adding that everything is being done in coordination with Mind CTI's management. Polar Communications is not looking to buy a controlling interest, he stated.

Polar is buying the shares from ADC Israel, which according to its last F-20 submission, owns 21.8% of Mind CTI 4.5 million shares.

TheMarker: Eisinger, is this a hostile takeover?

Eisinger: "On the contrary, it is a beautiful friendship. Half a year ago Polar Communications bought 4.8% of the company's shares. Later they got very close to us and learned about the company. They have a lot to contribute to us, and I can say that Rimon is a positive, experienced person, therefore we intend to elect him bow to the board for a three-year term Rimon is the least hostile person I've ever seen, and any assessments about a takeover or a hostile takeover are wrong.

"I welcome the move, and think both as a shareholder in the company and as its manager that it is a positive move that will boost Mind's value."

TheMarker: Why is ADC selling?

Eisinger: "ADC is today a company in crisis. Its latest steps show that it's selling everything it can. In fact it received our shares when buying Teledata. A situation was created where sometimes it competed with us, and sometimes cooperated with us, which we mentioned in our prospectuses. They have no strategic interest in keeping us."

After the sale, Ilan Rosen will resign as a Mind director, a seat he has held since August 1997.

Mind CTI, based in Yokneam, Israel, focuses on billing and customer care software for advanced communications services. Its first-quarter sales were $2.4 million, on which it lost $600,000. It had $39.8 million in the kitty at the end of the first quarter, roughly 55% above its current market cap.