Intel Extends Cash Tender Offer for All Outstanding Shares of Mobileye
June 22 2017 - 8:30AM
Business Wire
Intel Corporation (NASDAQ: INTC) today announced that Cyclops
Holdings, LLC, a wholly owned subsidiary of Intel, has extended the
offering period of its previously announced all cash tender offer
to purchase all of the outstanding ordinary shares of Mobileye N.V.
(NYSE: MBLY). The tender offer is being made pursuant to the
Purchase Agreement, dated as of March 12, 2017, by and among Intel,
Cyclops and Mobileye (the “Purchase Agreement”). The tender offer
is now scheduled to expire at 5:00 p.m., New York City time, on
July 20, 2017, unless the tender offer is extended or earlier
terminated, in either case pursuant to the terms of the Purchase
Agreement.
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has advised Cyclops that as of 5:00 p.m., New
York City time, on June 21, 2017, the previously scheduled
expiration time, 112,004,732 Mobileye ordinary shares
(excluding Mobileye ordinary shares tendered pursuant to guaranteed
delivery procedures), representing approximately 50.31 percent
of the outstanding Mobileye ordinary shares, have been validly
tendered pursuant to the tender offer and not properly withdrawn
and an additional 17,270,830 Mobileye ordinary shares,
representing approximately 7.76 percent of the outstanding
Mobileye ordinary shares, have been tendered pursuant to guaranteed
delivery procedures. Mobileye shareholders who have already
tendered their ordinary shares of Mobileye do not have to re-tender
their shares or take any other action as a result of the extension
of the expiration date of the tender offer.
Completion of the tender offer remains subject to additional
conditions described in the tender offer statement on Schedule TO
filed by Cyclops Holdings with the U.S. Securities and Exchange
Commission (the “SEC”) on April 5, 2017 (as amended and
supplemented, the “Schedule TO”). Such conditions include the
receipt of regulatory approvals in certain non-U.S. jurisdictions
and at least 95 percent of Mobileye’s outstanding shares (as such
threshold may be lowered pursuant to the Purchase Agreement) being
validly tendered and not withdrawn prior to the expiration of the
tender offer (including any extensions). The tender offer will
continue to be extended until all conditions are satisfied or
waived, or until the tender offer is terminated, in either case
pursuant to the terms of the Purchase Agreement and as described in
the Schedule TO.
D.F. King & Co. is acting as information agent for the
tender offer. Requests for documents and questions regarding the
tender offer may be directed to D.F. King toll free at
(800) 966-9021 (for shareholders) or collect at
(212) 269-5550 (for banks and brokers).
About Intel
Intel (NASDAQ: INTC) expands the boundaries of technology to
make the most amazing experiences possible. Information about Intel
can be found
at newsroom.intel.com and intel.com.
Additional Information and Where to Find It
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any ordinary shares of Mobileye or any other securities. A tender
offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents, has been filed with
the SEC by Intel and one or more of its subsidiaries and a
solicitation/recommendation statement on
Schedule 14D-9, has been filed with the SEC by Mobileye.
The offer to purchase all of the issued and outstanding ordinary
shares of Mobileye will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as
a part of the tender offer statement on Schedule TO, in each case
as amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SHAREHOLDERS OF MOBILEYE ARE URGED TO READ THESE
DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR ORDINARY SHARES. Investors and security holders may
obtain a free copy of these statements and other documents filed
with the SEC at the website maintained by the SEC at www.sec.gov,
at the transaction website
(http://intelandmobileye.transactionannouncement.com), or by
directing such requests to D.F. King & Co., Inc., the
information agent for the tender
offer, toll free at (800) 966-9021 (for
shareholders) or collect at (212) 269-5550 (for banks and
brokers).
Forward-Looking Statements
This document contains forward-looking statements related to the
proposed transaction between Intel and Mobileye, including
statements regarding the benefits and the timing of the transaction
as well as statements regarding the companies’ products and
markets. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “plan,” “project,”
“predict,” “should,” “would” and “will” and variations of such
words and similar expressions are intended to identify such
forward-looking statements. Such statements are based on
management’s expectations as of the date they were first made and
involve risks and uncertainties that could cause our actual results
to differ materially from those expressed or implied in our
forward-looking statements. Such risks and uncertainties include,
among others, the outcome of regulatory reviews of the proposed
transaction; the ability of the parties to complete the transaction
in the time expected or at all; the ability of Intel to
successfully integrate Mobileye’s business; the market for advanced
driving assistance systems and autonomous driving may develop more
slowly than expected or than it has in the past; evolving
government regulation of the advanced driving assistance systems
and autonomous driving markets; the risk that we are unable to
commercially develop the technologies acquired or achieve the
anticipated benefits and synergies of the transaction; the risk
that we are unable to develop derivative works from the
technologies acquired; our ability to attract new or maintain
existing customer and supplier relationships at reasonable cost;
the failure to protect and enforce our intellectual property
rights; assertions or claims by third parties that we infringe
their intellectual property rights; the risk of technological
developments and innovations by others; the risk of potential
losses related to any product liability claims and litigation; the
risk that the parties are unable to retain and hire key personnel;
unanticipated restructuring costs may be incurred or undisclosed
liabilities assumed; and other risks detailed in Intel’s and
Mobileye’s filings with the SEC, including those discussed in
Intel’s most recent Annual Report on Form 10-K and in any
subsequent periodic reports on Form 10-Q and
Form 8-K and Mobileye’s most recent Annual Report on
Form 20-F and in any subsequent reports on
Form 6-K, each of which is on file or furnished with the
SEC and available at the SEC’s website at www.sec.gov. SEC filings
for Intel are also available on Intel’s Investor Relations website
at www.intc.com, and SEC filings for Mobileye are available in
the Investor Relations section of Mobileye’s website
at ir.mobileye.com. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates. Unless otherwise required by applicable law, Intel
and Mobileye undertake no obligation and do not intend to update
these forward-looking statements, whether as a result of new
information, future events or otherwise.
Intel and the Intel logo are trademarks of Intel Corporation in
the United States and other countries.
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version on businesswire.com: http://www.businesswire.com/news/home/20170622005383/en/
Intel Media RelationsCara Walker,
503-696-0831cara.walker@intel.comorIntel Investor RelationsMark
Henninger, 408-653-9944Mark.h.henninger@intel.com
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