SANTA CLARA, Calif. and
JERUSALEM, Sept. 28, 2017 /PRNewswire/ -- Intel Corporation
(NASDAQ: INTC) and Mobileye B.V. today announced the commencement
of the compulsory acquisition for all remaining outstanding shares
of Mobileye and that a writ of summons was served on the relevant
parties on September 28, 2017.
Mobileye B.V., previously Mobileye N.V., was converted from a
public limited liability company (naamloze vennootschap) to
a private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid) under Dutch law on September 1, 2017.
As further described in the Offer to Purchase (as amended and
supplemented) and related materials filed with the U.S. Securities
and Exchange Commission (the SEC) in connection with the previously
announced and completed tender offer for all outstanding shares of
Mobileye by Intel, and as provided by Dutch law, the compulsory
acquisition is a statutory proceeding before the Enterprise Chamber
(Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof
Amsterdam) for the compulsory acquisition
(uitkoopprocedure) of shares that were not validly tendered.
In such a proceeding, the Enterprise Chamber will determine a cash
price to be paid for such shares, which Intel has requested be
equal to the tender offer consideration of $63.54 per share in cash, less applicable
withholding. In order to provide Mobileye shareholders with an
indication of the potential timing for a determination by the
Enterprise Chamber, and while not dispositive for the pending
Intel/Mobileye proceeding, Intel and Mobileye note that the
Enterprise Chamber has, in certain precedent transactions, made its
determination within six to twelve months following the date of
service of the relevant writ of summons.
Intel anticipates that Mobileye shareholders who failed to
tender during the tender offer or who did not otherwise sell their
interest in Mobileye shares to Cyclops Holdings, LLC, a wholly
owned subsidiary of Intel, will be able to receive consideration
following the completion of the Enterprise Chamber compulsory
acquisition proceeding, subject to the determination of the
Enterprise Chamber. As described in the Offer to Purchase, Intel
anticipates that any payments to Mobileye shareholders following
the completion of the Enterprise Chamber compulsory acquisition
proceeding would be subject to withholding taxes in the same manner
as if such Mobileye shares had been tendered in the tender offer
(including the requirement to complete Israeli withholding tax
forms). In particular, Intel anticipates that the withholding tax
ruling from the Israeli Tax Authority will continue to apply during
the compulsory acquisition proceeding and that any payment for
Mobileye shares following the completion of the Enterprise Chamber
compulsory acquisition proceeding will be subject to the completion
and delivery of a Declaration of Status for Israeli Income Tax
Purposes in the same or similar form as was required for shares
tendered in the tender offer.
Intel anticipates that, following the judgment of the Enterprise
Chamber, Mobileye shareholders will be given the opportunity to
voluntarily adhere to the judgment of the Enterprise Chamber by
transferring their shares in Mobileye to Cyclops. At such time,
Mobileye shareholders may contact their bank, broker or other
financial intermediary for assistance with transferring their
shares in Mobileye to Cyclops. Please note that, during this
voluntary period, transferring Mobileye shares to Cyclops may
require a Dutch notarial deed between the relevant beneficial owner
of shares held in book-entry form through the facilities of DTC, as
seller, and the nominee of DTC (typically Cede & Co.) in
whose name such shares are registered in Mobileye's shareholders
register, as transferor, and Cyclops, as transferee. A Dutch
notarial deed for the transfer of Mobileye shares to Cyclops during
this voluntary period is required under Dutch law and may cause the
process for transferring Mobileye shares to Cyclops during this
voluntary period to be expensive, cumbersome and
time-consuming. For example, each party may be required to
provide a power of attorney, legalized and apostilled, and
know-your-customer information, each to the satisfaction of the
Dutch notary, and fees for execution of each such Dutch notarial
deed by a Dutch notary can be expected to be between EUR 2,000
and EUR 5,000. Please note that these Dutch notarial
deed requirements should not apply after this voluntary period has
concluded.
Following the conclusion of such voluntary period, Intel will
enforce the judgment of the Enterprise Chamber against the
remaining shareholders of Mobileye and pay the aggregate price
determined by the Enterprise Chamber for the remaining shares in
Mobileye to the consignment office of the Dutch Ministry of
Finance. Upon such payment to the consignment office, ownership of
all Mobileye shares that have not previously been transferred to
Cyclops will be transferred to Cyclops by operation of law, and the
former holders of such shares will then only be entitled to receive
payment of the price determined by the Enterprise Chamber for each
share held as of the end of the voluntary period from the
consignment office of the Dutch Ministry of Finance. At such time,
former Mobileye shareholders may contact their bank, broker or
other financial intermediary to obtain information on how to
receive payment, subject to withholding, from the consignment
office of the Dutch Ministry of Finance, including how to provide a
Declaration of Status for Israeli Income Tax Purposes, as noted
above.
As a result of the commencement of the compulsory acquisition,
Intel and Mobileye do not anticipate utilizing the previously
announced tax ruling issued by the Israel Tax Authority regarding
the tax treatment of the potential asset sale, liquidation and
second step distribution that were previously described in the
materials filed with the SEC in connection with the tender
offer.
To the extent that they have any questions regarding this
process, Mobileye shareholders and brokers are invited to contact
D.F. King & Co., Inc., the
information agent for the compulsory acquisition process, at:
D.F. King &
Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Stockholders may call toll free: (800) 966-9021
Banks and Brokers may call collect: (212) 269-5550
Email: mobileye@dfking.com
About Intel
Intel 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.
About Mobileye, an Intel Company
Mobileye, an Intel Company, is the global leader in the development
of computer vision and machine learning, data analysis,
localization and mapping for Advanced Driver Assistance Systems and
autonomous driving. Mobileye's technology keeps passengers safer on
the roads, reduces the risks of traffic accidents, saves lives and
has the potential to revolutionize the driving experience by
enabling autonomous driving. Mobileye's proprietary software
algorithms and EyeQ® chips perform detailed
interpretations of the visual field in order to anticipate possible
collisions with other vehicles, pedestrians, cyclists, animals,
debris and other obstacles. Mobileye's products are also able to
detect roadway markings such as lanes, road boundaries, barriers
and similar items; identify and read traffic signs, directional
signs and traffic lights; create a RoadBook™ of localized drivable
paths and visual landmarks using REM™; and provide mapping for
autonomous driving. Mobileye's products are or will be integrated
into car models from more than 25 global automakers.
Mobileye's products are also available in the aftermarket.
Forward-Looking Statements
This document contains forward-looking statements related to the
transaction between Intel and Mobileye, including statements
regarding the timing of the transaction as well as statements
relating to the determinations expected to be made by the
Enterprise Chamber in connection with the transaction. 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, risks and uncertainties
related to the ability of the parties to consummate the compulsory
acquisition and their plans described in this press release in the
time expected or at all; the determinations expected to be made by
the Enterprise Chamber in connection with the transaction and
related payments to be made to Mobileye shareholders; the parties'
anticipation that the asset sale tax ruling will not be utilized;
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. Mobileye, EyeQ®, and the Mobileye logo are
registered trademarks of the Mobileye group in the United States and in other countries.
*Other names and brands may be claimed as the property of
others.
CONTACTS:
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|
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Cara
Walker
|
Alexis Blais
|
Intel Media
Relations
|
Mobileye Media
Relations
|
503-696-0831
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203-682-8270
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cara.walker@intel.com
|
mobileyepr@icrinc.com
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|
|
Mark
Henninger
|
Dan Galves
|
Intel Investor
Relations
|
Mobileye Investor
Relations
|
408-653-9944
|
917-960-1525
|
mark.h.henninger@intel.com
|
dan.galves@mobileye.com
|
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SOURCE Mobileye